CONTRIBUTION AGREEMENT DATED AS OF NOVEMBER 7, 2011 BY AND AMONG SUBMITTAL EXCHANGE HOLDINGS, LLC, TEXTURA CORPORATION, SUBMITTAL EXCHANGE, LLC AND THE MEMBERS OF SUBMITTAL EXCHANGE, LLC

Exhibit 2.2

EXECUTION VERSION

CONTRIBUTION AGREEMENT

DATED AS OF NOVEMBER 7, 2011

BY AND AMONG

SUBMITTAL EXCHANGE HOLDINGS, LLC,

TEXTURA CORPORATION,

SUBMITTAL EXCHANGE, LLC

AND

THE MEMBERS OF SUBMITTAL EXCHANGE, LLC

Pursuant to Item 601(b)(2) of Regulation S-K, all other schedules referenced herein have been omitted, and the Registrant agrees to supplementally furnish a copy of such schedules to the Securities and Exchange Commission upon request.

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of November 7, 2011 by and between SUBMITTAL EXCHANGE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), TEXTURA CORPORATION, a Delaware corporation (“Textura”), Submittal Exchange, LLC, an Iowa limited liability company (“SE”) and ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Spinutech, Inc., The Presidio Group, LLC and ▇▇▇▇▇▇▇▇▇ Charitable Remainder Trust (each, a “Member,” collectively the “Members” and together with SE, the “Sellers”).

RECITALS

A.                                    SE is engaged in the business of providing online electronic solutions for exchanging, reviewing and archiving submittals, RFIs and other communications for the construction industry (the “Business”)

B.                                    The Members own all of the issued and outstanding equity interests of SE, represented by their unit holdings set forth opposite such individuals’ names on Schedule A hereto.

C.                                    Textura and the Sellers desire to effect a business combination transaction pursuant to which SE will become an indirect subsidiary of Textura (the “Transaction”).

D.                                    In order to effect the Transaction, Textura and the Sellers have formed the Company and intend to enter into that certain limited liability company operating agreement attached hereto as Exhibit A which provides for the operation of the Company (the “Operating Agreement”).

E.                                     To complete the Transaction, Textura, the Sellers and the Company desire to enter into this Agreement pursuant to which Textura and the Sellers will capitalize the Company by conveying certain assets to the Company on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Textura, the Sellers and the Company hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1                               Definitions.  As used herein, the following terms shall have the meanings ascribed to them in this Section 1.1:

“Accounts Receivable” means SE’s present and future rights to payment for goods sold or services rendered by SE, including all accounts and notes receivable owned or held

by SE. For purposes of valuing Accounts Receivable in the calculation of Final NWC, no value will be ascribed to Accounts Receivable which are aged more than 90 days.

“Action” means any claim, action, suit, litigation, audit, arbitration, inquiry, proceeding or investigation by or before any Authority.

“Affiliate” means, with respect to any Person, a Person that, directly or indirectly, is controlled by, controls, or is under common control with, such Person. “Control” shall mean and include, but not be limited to, (a) the ownership of 50% or more of the voting securities or other voting interests of any Person, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Contribution Agreement, together with all Exhibits and Schedules referred to herein, as amended, modified or supplemented from time to time in accordance with the terms hereof.

“Authority” means any governmental, regulatory or administrative body, agency or authority, any court of judicial authority, any arbitrator or any public, private or industry regulatory authority, in each case, whether foreign, federal, state or local.

“Benefits Liabilities” means all amounts, without duplication, that become due and payable by SE or any of its Subsidiaries to directors, officers or employees of SE as a result of the execution of this Agreement or consummation of the transactions contemplated hereby, including the transaction bonus, any severance payments and any obligation of SE or any of its Subsidiaries for the employer portion of any employment-related Taxes arising with respect to the payment of the foregoing amounts.

“Class A Common Units” means the Class A Common Units of the Company.

“Class A Preferred Units” means the Class A Preferred Units of the Company.

“Closing” means the actual consummation of the capital contribution and issuance of the Class A Preferred Units and Class A Common Units by the Company as provided in Section 2.1 on the Closing Date pursuant to this Agreement.

“Closing Date” means November 7, 2011.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Common Stock” means the common stock, $0.001 par value per share, of Textura Corporation.

2

“Company Material Adverse Effect” means any change affecting, or condition having an effect on, the Company that is, or would reasonably be expected to be, materially adverse to the assets, liabilities, business as currently conducted or currently contemplated to be conducted, condition (financial or otherwise) or operations of the Company.

“Contracts” means all contracts, leases, subleases, arrangements, commitments and other agreements to which SE is a party or by which SE or any asset of SE is otherwise legally bound and which is in effect as of the date hereof, including all customer agreements, vendor agreements, purchase orders, installation and maintenance agreements, computer software licenses, hardware lease or rental agreements, contract claims and all other arrangements and understandings related to the Business.

“Current Assets” means the (i) cash, (ii) accounts receivable, net of allowance for bad debts, and (iii) other current assets, determined in accordance with the accounting principles, methodologies, agreements and practices set forth on Exhibit B, and only as and to the extent substantially similar in nature to the line items specified as “Current Assets” in the Sample NWC Calculation.

“Current Liabilities” means the (i) accounts payable, (ii) Bank of the West line of credit balance, (iii) accrued payroll, (iv) current portion of deferred liabilities equal to $101,268, (v) employer portion of any employment related taxes that are a part of the Benefits Liabilities, (vi) employer and employee portion of the employment related taxes payable in connection with the first vesting date following the conversion of Employee Profit Units into restricted stock units pursuant to Section 7.9, (vii) employee portion of the employment related taxes payable in connection with the second vesting date following the conversion of Employee Profit Units into restricted stock units pursuant to Section 7.9, (viii) accrual for cash distributions to Members for Pre-Closing Taxes pursuant to Section 7.12; and (ix) other accrued expenses, determined in accordance with the accounting principles, methodologies, agreements and practices set forth on Exhibit B, and only as and to the extent substantially similar in nature to the line items specified as “Current Liabilities” in the Sample NWC Calculation. “Current Liabilities” do not include (i) any SE Indebtedness, (ii) Liabilities owed to any Affiliate of SE and any other intercompany payables, or (iii) any accruals for SE Transaction Expenses or other expenses related to this Agreement or the transactions contemplated by this Agreement, including the Benefits Liabilities (except as specified in subsection (v) above), all of which will be paid in full prior to the Closing pursuant to Section 7.11.

“Employee Benefit Plan” means any benefit or compensation plan, policy, agreement or arrangement that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA, and any other written or oral plan, policy, agreement or arrangement (whether or not subject to ERISA) involving direct or indirect compensation, including health, dental, vision or life insurance coverage, vacation, loans, fringe benefits, severance benefits, unemployment benefits, change in control plans or agreements, disability benefits, retirement income, deferred compensation, bonuses, stock options, stock ownership or purchase, phantom stock, stock appreciation, stock-based or other forms of incentive compensation, bonus or post-retirement compensation or benefits.

3

“Employees” means all employees of SE who, immediately before the Closing, perform substantially all of their services for the Business. Each such Person shall be set forth on Schedule 3.19(a).

“Environmental, Health, and Safety Requirements” means all federal, state, local and non-United States statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or by-products, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now in effect.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any other entity that, together with SE or Textura (as the context requires), is treated as a single employer under Section 414 of the Code.

“Escrow Amount” means 144,515 Class A Preferred Units, which represents thirty percent (30%) of the Preferred Unit Consideration.

“Fair Market Value” of a Class A Preferred Unit and/or share of Common Stock, as applicable, means, on any given day, the average of the last reported sale prices for the last ten (10) trading days as officially reported by the principal securities exchange or “over the counter” exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or sold “over the counter,” the average closing sale price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, the “Fair Market Value” shall be equal to the amount of the exercise price of the most recently issued compensatory stock options for Common Stock issued by Textura at “fair market value” at the time of issuance under its Textura Corporation Stock Incentive Plan, as amended and restated effective January 1, 2009, as determined by the Board of Directors of Textura in good faith, based upon the most recently available third party appraisal report; provided, however, that if no third party appraisal has been completed within the most recent (6) month period, the determination of Fair Market Value shall be stayed pending the receipt of the next third party appraisal report commissioned in accordance with Textura’s policy for obtaining such reports at least annually. In all instances where the determination of Fair Market Value is stayed, all Units or shares of Common Stock then held in escrow shall continue to be held until such time as Fair Market Value is determined.

“Final NWC” shall mean (i) the Preliminary NWC if deemed final pursuant to Section 2.4(b), (ii) the Net Working Capital deemed by mutual agreement of Textura and SE to be the Final NWC or (iii) the Net Working Capital determined by the Independent Accounting Firm to be the Final NWC in accordance with Section 2.4(b), whichever shall first occur.

4

“Final NWC Statement” shall mean (i) the Preliminary NWC Statement if deemed final pursuant to Section 2.4(b), (ii) any statement of Net Working Capital deemed by mutual agreement of Textura and SE to be the Final NWC Statement or (iii) the statement of Net Working Capital determined by the Independent Accounting Firm to be the Final NWC Statement in accordance with Section 2.4(b), whichever shall first occur.

“GAAP” means generally accepted accounting principles in the United States consistently applied.

“Indebtedness” means all (a) indebtedness for borrowed money or for the deferred purchase price of property or services (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured), including the current portion of such indebtedness, (b) obligations evidenced by notes, bonds, debentures or similar instruments or by letters of credit or similar arrangements relating to SE, including purchase money obligations or other obligations relating to the deferred purchase price of property (other than trade payables incurred in the Ordinary Course of Business), (c) capital lease obligations, (d) obligations under direct or indirect guaranties in respect of Liabilities of others, (e) obligations in respect of outstanding or unpaid checks or drafts or overdraft obligations and (f) accrued interest, prepayment premiums or penalties related to any of the foregoing.

“Independent Accounting Firm” means McGladrey & ▇▇▇▇▇▇, LLP.

“Intellectual Property” means any and all intellectual property rights and all rights associated therewith, throughout the world, including (i) all patents, patent applications, provisionals, continuations, continuations in part, divisionals, reissues, reexaminations, renewals, extensions, utility models, industrial designs, certificates of invention and design patents, patent disclosures, inventions (whether or not patentable), improvements and all patent applications, registrations and applications for registrations for any of the foregoing, (ii) all trademarks, service marks, domain names, trade dress, logos, trade names and corporate names and registrations and applications for registration thereof and all goodwill associated with and symbolized by the foregoing items, (iii) all copyrights and registrations and applications for registration thereof, (iv) all algorithms, computer software, including all source code, object code, firmware, development tools, files, records, data and documentation, all schematics, netlists, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, and all rights in prototypes, breadboards and other devices, all databases and data collections and all rights therein, all moral and economic rights of authors and inventors, however denominated, internet domain names and registration rights, uniform resource locators, internet or worldwide web sites and all related content and programming, (v) all trade secrets and confidential business information, whether patentable or unpatentable and whether or not reduced to practice, know-how, manufacturing and production processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (vi) all other proprietary rights relating to any of the foregoing and (vii) any similar or equivalent rights to any of the foregoing, and all copies and tangible embodiments of the foregoing.

5

“IRS” means the Internal Revenue Service.

“Law” means any law, statute, regulation, code, rule, ordinance, requirement, announcement, Order, arbitration award or finding or other binding Action or requirement of an Authority.

“Leased Real Property” means the real property that is leased by SE, as more fully described on Schedule 3.13, together with all leasehold improvements thereon.

“Liabilities” means any obligation or liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), including any liability for Taxes.

“Lien” means any lien (statutory or otherwise), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, capitalized lease or other title retention agreement).

“Losses” means any and all damages, deficiencies, Liabilities (including any Liabilities for Taxes), obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder.

“Management Employment Letter Agreements” means those certain employment letter agreements dated November 7, 2011 between Textura, the Company, and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Will, and ▇▇▇▇ ▇▇▇▇▇▇.

“Management Stock Option Award Agreements” means those certain stock option award agreements dated November 7, 2011 between Textura, and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Will, and ▇▇▇▇ ▇▇▇▇▇▇, pursuant to which Textura is issuing 42,500 options to purchase Textura Common Stock.

“Net Working Capital” means the difference (whether positive or negative) of (a) the Current Assets, minus (b) the Current Liabilities, as of 12:01 a.m. on the Closing Date, in each case determined in accordance with Exhibit B. Exhibit B sets forth the Sample NWC Calculation. All Net Working Capital calculations shall be made in accordance with this definition.

“Order” means any decree, order, judgment, writ, award, injunction, stipulation or consent of or by an Authority.

“Ordinary Course of Business” means the ordinary course of business of SE in accordance with past custom and practice (including with respect to quantity and frequency).

6

“Owned IP” means all (i) Intellectual Property rights that are owned or are purportedly owned by or exclusively licensed to SE and (ii) Intellectual Property rights that were developed for SE by full or part-time employees or consultants of SE.

“Permits” means all franchises, grants, authorizations, licenses, certifications, permits, easements, variances, exceptions, consents, certificates, approvals or orders required under any applicable Law.

“Person” means any natural person, corporation, limited liability company, partnership, firm, joint venture, joint-stock company, trust, association, Authority, unincorporated entity or organization of any kind.

“Pre-Closing Taxes” means any Taxes (other than Transfer Taxes) for any period (or portion thereof) ending on or before the Closing Date that relate to, or are incurred with respect to, the Business, or SE’s employment of any Employee of SE, whether accrued on, before or after the Closing Date. Any interest, penalties, additions to Tax or additional amounts that relate to Taxes for a period that includes but does not end on the Closing Date shall be Pre-Closing Taxes whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

“Preferred Stock” means the preferred stock, $0.001 par value per share, of Textura Corporation.

“Product(s)” means all products or services produced, marketed, licensed, sold, distributed or performed by or on behalf of SE in connection with the Business and all products or services currently under development by SE in connection with the Business.

“Pro Rata Percentage” means a Member’s percentage of ownership of SE Units immediately prior to the Closing, as set forth on Schedule A.

“Real Property Leases” means all leases and subleases of the Leased Real Property.

“Records” means all books of account, ledgers, forms, records, documents, files, invoices, vendor or supplier lists, plans and other data that are necessary to or desirable for the ownership, use, maintenance or operation of the Business and that are owned or used by SE, including all blueprints and specifications; all data and information, including personally identifiable information (if any), about all customers of the Business (whether active or inactive) collected by SE or accessible by SE and all communications between such customers and SE, in each case that are related to the Business; all Tax, personnel, payroll, payroll tax and labor relations records; all environmental control records, environmental impact reports, statements, studies and related documents, handbooks, technical manuals and data, engineering specifications and work papers; all pricing and cost information; all sales records; all accounting and financial records; all sales and use tax returns, reports, files and records; all asset history records and files; all data entry and accounting systems; all maintenance and repair records; and all correspondence, notices, citations and all other documents received from, sent to or in SE’s possession in connection with any Authorities (including environmental protection, air or water

7

quality control, occupational health and safety, land use, planning or zoning, and any alcohol, beverage or fire prevention Authorities).

“Registered IP” means all United States, international and foreign (i) patents and patent applications (including provisional applications), (ii) registered trademarks and service marks, applications to register trademarks and service marks, intent-to-use applications, or other registrations or applications related to trademarks or service marks, (iii) registered domain names, (iv) registered copyrights and applications for copyright registration and (v) any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any Authority, owned by, registered or filed in the name of SE that is Owned IP.

“Release” means disposing, discharging, injecting, spilling, leaking, leaching, dumping, emitting, escaping, emptying, seeping or placing into or upon any land or water or air or otherwise entering into the environment.

“Remedial Action” means all action to (a) clean up, remove, treat or handle in any other way hazardous materials in the environment, (b) restore or reclaim the environment or natural resources, (c) prevent the Release of hazardous materials so that they do not migrate, endanger or threaten to endanger public health or the environment, or (d) perform remedial investigations, feasibility studies, corrective actions, closures and post-remedial or post-closure studies, investigations, operations, maintenance and monitoring on, about or in any real property.

“Sample NWC Calculation” means the illustrative calculation of Net Working Capital as of November 7, 2011 set forth on Exhibit B.

“SE Constituent Documents” means the articles of organization, operating agreement or other organizational or governing documents of SE, each as amended to date.

“SE Indebtedness” means, without duplication and with respect to SE and/or any of its Subsidiaries, all (i) indebtedness for borrowed money; (ii) obligations evidenced by notes, bonds, debentures or similar instruments; (iii) obligations to pay the deferred purchase price of property or services, except Current Liabilities taken into account in the calculation of Net Working Capital; (iv) accrued but unpaid milestone obligations and accrued but unpaid royalty obligations (but in each case except to the extent taken into account as current liabilities in the calculation of Closing Working Capital); (v) obligations as lessee under capitalized leases; (vi) obligations, contingent or otherwise, under acceptance credit, letters of credit or similar facilities; (vii) guaranties made by SE or any SE subsidiary on behalf of any third party; and (viii) principal, interest (including default interest), premiums, penalties (including prepayment and early termination penalties and default penalties or judgments), breakage fees and other amounts owing in respect of the items described in the foregoing clauses (i) through (vii).

“SE Material Adverse Effect” means any change affecting, or condition having an effect on, SE that is, or would reasonably be expected to be, materially adverse to the assets, liabilities, business as currently conducted or currently contemplated to be conducted, condition (financial or otherwise) or operations of SE.

8

“SE Plan” means each Employee Benefit Plan currently maintained or contributed to by SE or any ERISA Affiliate, or in respect of which SE or any ERISA Affiliate has or may have any Liability, and covering current or former employees, independent contractors, consultants, temporary employees and current or former directors of SE or any ERISA Affiliate, which plans are set forth and identified as such in Schedule 3.20(a).

“SE Units” means the issued and outstanding membership units of SE immediately prior to the Closing.

“SE Transaction Expenses” means any legal, accounting, tax advisor, broker, investment banker and any other third party service provider fees and expenses incurred by SE in connection with this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby.

“Subsidiary” of a specified entity means any corporation, association, business entity, partnership, limited liability company or other Person of which the specified entity, either alone or together with one or more Subsidiaries or by one or more other Subsidiaries, directly or indirectly owns or controls securities or other interests representing more than fifty percent (50%) of the voting power of such Person.

“Target NWC” means $378,335.

“Tax Return” means any return, statement, report or form (including estimated Tax returns and reports, withholding Tax returns and reports, any schedule or attachment, and information returns and reports) required to be filed or supplied to an Authority with respect to Taxes.

“Taxes” (and, with correlative meaning, “Taxable”) means (i) all taxes, charges, fees, duties (including custom duties), levies, or other assessments, including any net income, alternative or add-on minimum tax, gross income, estimated, net or gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, license, registration, withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp, capital gains, net or gross proceeds, real property, personal property (whether tangible or intangible), capital, lease, occupational, equalization, environmental, or other taxes, charges or fees assessed by any Authority, including any interest, penalties, or additions to tax attributable thereto; and (ii) any Liability for the payment of amounts with respect to payments of a type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group, or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement.

“Textura Material Adverse Effect” means any change affecting, or condition having an effect on, Textura that is, or would reasonably be expected to be, materially adverse to the assets, liabilities, business as currently conducted or currently contemplated to be conducted, condition (financial or otherwise) or operations of Textura.

“Transaction Documents” means, collectively, this Agreement and all other documents executed in connection with this Agreement and the transactions contemplated hereby.

9

1.2                               Other Definitions.  The following terms have the meanings set forth in the Sections set forth below:

10

1.3                               Interpretation.  Unless otherwise expressly provided or unless the context requires otherwise, (a) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural and singular number, respectively; (d) references to “hereof”, “herein”, “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of an Authority, Persons succeeding to the relevant functions of such Person); and (f) the term “including” shall be deemed to mean “including, without limitation.”

ARTICLE II
CONTRIBUTION

2.1                               Contribution of the Assets.  In consideration of and reliance upon the representations, warranties, covenants and agreements made herein by Textura, the Sellers and the Company, the following transfers shall occur on the Closing Date (collectively, the “Contribution”):

(a)                                 Each Member shall irrevocably contribute, transfer, assign, convey and deliver to the Company all right, title and interest in and to such Members’ SE Units, free and clear of all Liens (the “Member Contribution”), and

(b)                                 Textura shall irrevocably contribute, transfer, assign, convey and deliver to the Company Two Million Five Hundred Thousand Dollars ($2,500,000) in cash (the “Cash Payment”) and shall reserve the required number of authorized but unissued shares of Common Stock that will be issuable upon conversion in full of the Class A Preferred Units as contemplated in the Operating Agreement (collectively, the “Textura Contribution”).

(c)                                  Textura shall irrevocably contribute, transfer, assign, convey and deliver to the creditors of SE set forth on Schedule 6.4(i) an aggregate of Four Hundred Two Thousand, Seven Hundred Seven Dollars and Eight Cents ($402,707.08) in cash to pay the SE Indebtedness in full as set forth on Schedule 6.4(i).

11

(d)                                 All cash payments required by Section 2.1(b) and (c) shall be by wire transfer of immediately available federal funds to the applicable receiving Person at a bank account designated in writing by such Person no later than three (3) Business Days prior to the Closing.

2.2                               Consideration.  In exchange for each party’s respective Contribution, the Company shall issue the following equity interests (the “Purchase Price”) at the Closing:

(a)                                 The Members shall collectively receive an aggregate of Six Hundred Six Thousand Seven Hundred (606,700) Class A Preferred Units of the Company, subject to upward adjustment for rounding as set forth below (the “Preferred Unit Consideration”), with each Member receiving such number of Class A Preferred Units of the Company representing such Member’s Pro Rata Percentage of the Preferred Unit Consideration, less that number of Class A Preferred Units representing each Member’s Pro Rata Percentage of the Escrow Amount as provided in Section 2.3, as set forth opposite such individuals’ names on Schedule A hereto. In the event that any Member would otherwise receive a fraction of a share of a Class A Preferred Unit, such fractional share shall be rounded up to the next whole number.

(b)                                 Textura shall receive Eighty-Five Thousand Six (85,006) Class A Common Units of the Company (the “Common Unit Consideration”).

2.3                               Hold Back of Class A Preferred Units; Members’ Representative.

(a)                                 At the Closing, the Company shall hold back the One Hundred Forty-four Thousand Five Hundred Fifteen 144,515 Class A Preferred Units representing the Escrow Amount, which shall be retained and held by the Company in escrow on behalf of the Members pro rata based on the Members’ respective Pro Rata Percentage as set forth on Schedule A, to secure the indemnification obligations of the Members to the Company and Textura pursuant to Section 8.1. The Escrow Amount shall be released to the Members in accordance with Sections 8.5 and 8.6 below. Prior to the release of the Escrow Amount under this Agreement and subject to the restrictions on transfer, pledge and other limitations resulting from such Units being held in escrow, the Members shall be deemed the beneficial owners of and shall be entitled to all rights, interests and benefits associated with the ownership of the Class A Preferred Units representing the Escrow Amount, including, without limitation, the right to vote such Class A Preferred Units and the right to receive distributions in respect of such Class A Preferred Units as set forth in the Operating Agreement; provided, however, that the Members’ beneficial ownership, rights, interests and benefits in respect of any Class A Preferred Units shall immediately cease and be canceled in satisfaction of the Members’ indemnification obligations pursuant to Section 8.6 as of the date and time of cancellation of the same. In connection with a Mandatory Conversion Event, as such term is used in the Operating Agreement, the Class A Preferred Units representing the Escrow Amount shall be converted into Common Stock in accordance with the provisions of the Operating Agreement, but will remain in escrow with the Company to secure the indemnifications obligations of Members to the Company and Textura pursuant to Section 8.1 until released in accordance with Sections 8.5 and 8.6 hereof.

(b)                            In order to administer efficiently the defense and/or settlement of any claims for which the Members may be required to indemnify Textura or the Company

12

pursuant to Section 8.1, the Members hereby designate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as their representative (the “Members’ Representative”).

(c)                                  The Members hereby authorize the Members’ Representative (i) upon the receipt of instructions of the Members representing a majority of Pro Rata Percentages, to take all action necessary in connection with the defense and/or settlement of any claims for which the Members may be required to indemnify Textura and/or the Company pursuant to Section 8.1 hereof, (ii) to give and receive all notices required to be given and take all action required or permitted to be taken under this Agreement and the Transaction Documents, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Members by the terms of this Agreement and the Transaction Documents.

(d)                                 Upon receiving notice of the death or incapacity of the Members’ Representative, the Members (who shall be deemed to include any successor in interest to any Member, including a successor in interest to the unit holdings of the Members’ Representative) shall by majority vote (based on their Pro Rata Percentages) appoint a successor to fill the vacancy. The Members may by such majority vote remove the Members’ Representative with or without cause and appoint a successor, provided that notice thereof is given by the new Members’ Representative to each of the other parties hereto. The Members’ Representative may resign if, and only if, he is simultaneously replaced with a substitute Members’ Representative, or upon the release of the Escrow Amount pursuant to Section 8.5.

(e)                                  By their execution of this Agreement, the Members agree that:

(i)                                     Notwithstanding any other provision herein to the contrary, Textura and the Company shall be able to rely conclusively on the instructions and decisions of the Members’ Representative as to the settlement of any claims for indemnification by Textura or the Company pursuant to Section 8.1 hereof or any other actions required to be taken by the Members’ Representative hereunder, and no party hereunder shall have any cause of action against Textura or the Company for any action taken by Textura or the Company in reliance upon the instructions or decisions of the Members’ Representative;

(ii)                                  all actions, decisions and instructions of the Members’ Representative, including the defense or settlement of any claims for which the Members may be required to indemnify Textura and/or the Company pursuant to Section 8.1 hereof, shall be conclusive and binding upon all of the Members, and no Member shall have any right to object, dissent, protest or otherwise contest the same or have any cause of action against the Members’ Representative for any action taken, decision made or instruction given by the Members’ Representative under this Agreement, except for willful misconduct (which shall include fraud), gross negligence or material breach by the Members’ Representative of his obligations as such Representative;

(iii)                               the provisions of this Section 2.3 are independent and severable, are irrevocable and shall be enforceable notwithstanding any rights or remedies that any Member may have in connection with the transactions contemplated by this Agreement;

13

(iv)                              remedies available at law for any breach of the provisions of this Section 2.3 are inadequate; therefore, Textura, the Company and the Members’ Representative shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either Textura, the Company or the Members’ Representative brings an action to enforce the provisions of this Section 2.3; and

(v)                                 the provisions of this Section 2.3 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Member, and any references in this Agreement to a Member or the Members shall mean and include the successors to the Members’ rights hereunder, whether pursuant to assignment, testamentary disposition, the laws of descent, and distribution or otherwise.

(f)                                   All fees and expenses incurred by the Members’ Representative in connection with this Agreement shall be paid by the Members in proportion to their respective Pro Rata Percentages.

(g)                                  In acting as the representative of the Members, the Members’ Representative may rely upon, and shall not be liable to any Member (or such Member’s successor in interest) for acting or refraining from acting upon, an opinion of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator’s award, appraisal, bond or other paper or document reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Members’ Representative shall incur no liability to any Member (or such Member’s successor in interest) with respect to any action taken or suffered by him in his capacity as Members’ Representative in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for other action or inaction except his own willful misconduct or gross negligence and the Members’ Representative shall be indemnified and held harmless by the Members from all losses, costs and expenses, including reasonable attorney’s fees, which the Members’ Representative may incur as a result of involvement in any legal proceedings arising from the performance of his or her duties hereunder. The Members’ Representative may perform his duties as Members’ Representative either directly or by or through his agents or attorneys and the Members’ Representative shall not be responsible to the other Members for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by him hereunder.

2.4                               Working Capital Adjustment.

(a)                                 Within thirty (30) days following the Closing Date, Textura, and the Member Representative shall jointly prepare an unaudited statement of Net Working Capital as of the close of business (Chicago, Illinois time) on the Closing Date (the “Preliminary NWC Statement”), which shall be prepared on a basis consistent with the Sample NWC Calculation and Exhibit B (the “Preliminary NWC”). The parties agrees to consult in good faith and cooperate with each other and their employees regarding the preparation of the Preliminary NWC Statement, including by making their employees available to the other as reasonably requested.

14

(b)                                 If the parties are unable to agree upon the Preliminary NWC Statement within thirty (30) days following the Closing Date because one party believes that (i) the Preliminary NWC Statement was not prepared on a basis consistent with the Sample NWC Calculation, (ii) the Preliminary NWC Statement contains mathematical errors, or (iii) the calculation of Net Working Capital was not in accordance with the definition of Net Working Capital contained herein, such dispute shall be resolved by the Independent Accounting Firm, and such determination shall be final and binding on the parties; provided, however, that, unless the Independent Accounting Firm determines that, with respect to the disputed items only, the Preliminary NWC Statement (i) was not prepared on a basis consistent with the Sample NWC Calculation, (ii) contains mathematical errors, or (iii) the calculation of Net Working Capital was not in accordance with the definition of Net Working Capital contained herein, the Preliminary NWC Statement shall be the Final NWC Statement. Any fees and expenses relating to the engagement of the Independent Accounting Firm shall be borne equally by Sellers on one hand and the Company and Textura on the other. The Independent Accounting Firm shall be instructed to use every reasonable commercial effort to perform its services within thirty (30) days of submission of the Preliminary NWC Statement to it and, in any case, as promptly as practicable after such submission. The Final NWC Statement and the Final NWC reflected thereon shall then be prepared by the Company and Textura based on the determination of the Independent Accounting Firm.

(c)                                  The “Post-Closing Adjustment” means the amount of Final NWC less the Target NWC (which difference shall be expressed either as a positive or negative number, as applicable). If the Post-Closing Adjustment is a positive amount, then the $225,000 aggregate repurchase price for the Second Repurchase pursuant to Section 7.1(b) shall be increased by the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the $225,000 aggregate repurchase price for the Second Repurchase pursuant to Section 7.1(b) shall be decreased by the amount of the Post-Closing Adjustment. The Purchase Price, so adjusted as provided in this Section 2.4(c), shall be the final purchase price (the “Final Purchase Price”).

2.5                               Sales and Transfer Taxes.  Sellers shall be solely responsible for and pay any and all sales, transfer, purchases, use, value added, excise, stamp, income, capital gains, real and personal property or similar Tax, as well as related fees, including penalties, interest and other additions, imposed under the laws of any Authority, which arises out of the transfer by Sellers to Company of any of the SE Units (collectively, “Transfer Taxes”). Sellers shall hold all Company Indemnified Parties harmless from all such Transfer Taxes.

2.6                               Allocation of Purchase Price.  Within thirty (30) days of the final determination of the Final NWC, Textura shall provide to the Sellers a schedule allocating the Cash Payment and the Preferred Unit Consideration among the various assets of SE (and, if applicable, its Subsidiaries). Unless otherwise required by a determination of a taxing authority that is final, all parties hereto shall file all Tax Returns consistently with Textura’s allocation and no take any position during the course of an audit that is inconsistent with such allocation.

15

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SE

As an inducement to Textura and the Company to enter into and perform their respective obligations under this Agreement, and in consideration of the covenants of Textura and the Company contained herein, Sellers do hereby represent and warrant to Textura and the Company (which representations and warranties shall survive the Closing regardless of what examinations, inspections, audits and other investigations Textura and the Company have heretofore made, or may hereafter make, with respect to such representations and warranties) as follows:

3.1                               Organization and Qualification.  SE is a limited liability company duly formed, and validly existing under the laws of the State of Iowa and has all requisite limited liability company power and authority and all necessary governmental approval to own, lease and operate its properties and to carry on its business as it is now being conducted. SE is duly qualified or licensed as a foreign limited liability company to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing or good standing necessary, except where the failure to be so qualified or licensed would not have or reasonably be expected to have an SE Material Adverse Effect.

3.2                               Subsidiaries.  Set forth on Schedule 3.2 is a list of all subsidiaries of SE, specifying for each such subsidiary its name, jurisdiction of organization, jurisdiction of qualification, amount of issued and outstanding equity interests, members or shareholders and the percentage of ownership of each such member or shareholder. Each of SE’s subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is in good standing under such laws. Except as set forth on Schedule 3.2, none of SE’s subsidiaries owns or leases property or engages in any activity in any jurisdiction that might require its qualification to do business as a foreign corporation in such jurisdiction.

3.3                               Capitalization.  Each member of SE owns the number of SE Units set forth opposite such Person’s name on Schedule A, which are all of the issued and outstanding equity interests of SE. Except as set forth on Schedule 3.3, here are no outstanding or authorized subscriptions, options, warrants or rights of any kind to acquire any membership interests or other equity interests of SE; there are no outstanding securities convertible into any membership interests of SE; and there are no obligations that might require SE to issue any such options, warrants, rights or securities. There are no existing arrangements that require or permit any membership interests of SE to be voted by or at the discretion of anyone other than the record owner. There are no outstanding contractual obligations or commitments of SE that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer or disposition of any membership interests or other securities or equity or voting interests of SE.

3.4                               Authorization.  SE has all necessary limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein to be consummated by SE. The execution and delivery of this Agreement and the other Transaction Documents by SE and the consummation by SE of the transactions contemplated hereby and thereby have been duly and validly

16

authorized by all necessary limited liability company action of SE, its board of managers and its members and no other action on the part of SE, its board of managers or its members is required to authorize this Agreement, the other Transaction Documents or the consummation by SE of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly authorized and validly executed and delivered by SE and constitute the legal, valid and binding obligation of SE, enforceable against SE in accordance with their terms, subject to laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies.

3.5                               No Conflict; Required Filings and Consents.

(a)                                 Except as set forth in Schedule 3.5(a), the execution and delivery of this Agreement by SE do not, and the performance of this Agreement by SE will not (i) conflict with or violate any provision of the SE Constituent Documents, (ii) assuming that all consents, approvals, authorizations, permits and other actions described in Section 3.5(b) have been obtained and all filings and notifications described in Section 3.5(b) have been made, conflict with or violate any Law applicable to SE or by which any property or asset of SE is bound or affected, or (iii) require any consent or approval under, result in any breach of, any loss of any benefit under or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of SE pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, SE Permit or other instrument or obligation.

(b)                                 Except as set forth on Schedule 3.5(a) or Schedule 3.5(b), the execution and delivery of this Agreement by SE do not, and the performance of this Agreement by SE will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Authority or any other Person.

3.6                               Permits.  Schedule 3.6(a) lists all Permits held by SE for the ownership and operation of the Business (the “SE Permits”). All of the SE Permits are valid and in full force and effect, and no suspension or cancellation of any SE Permits is pending or, to the knowledge of Sellers, threatened. The SE Permits constitute all Permits which are necessary for the ownership of the ownership and operation of the Business as it is now being conducted.

3.7                               Compliance with Laws.

(a)                                 Except as set forth on Schedule 3.7, SE is not in conflict with, or in default or violation of, and has not been in conflict with, or in default or violation of for the past five (5) years, (i) any Law applicable to SE or by which any of its assets is bound or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SE is a party or by which SE or any property or asset of SE is bound or affected, or (iii) any SE Permits, which conflict, default or violation would or could be reasonably expected to have an SE Material Adverse Effect. This Agreement and the transactions contemplated herein are not subject to any applicable bulk sales Laws.

17

(b)                                 Neither SE, nor, to the Sellers’ knowledge, any other Person purporting to act on behalf of SE, has made any payment to, or conferred any benefit, directly or indirectly, on suppliers, customers, employees, or agents of suppliers or customers, or officials or employees of any Authority or any political parties or candidates for office, which is or was unlawful under any applicable Law, including the United States Foreign Corrupt Practices Act, as amended.

3.8                               Financial Statements.

(a)                                 SE has delivered to Textura and the Company (i) unaudited financial statements of SE as of and for the years ending December 31, 2010, December 31, 2009, and December 31, 2008 (statement of operations only with regard to the year ended December 31, 2008) including the notes thereto (collectively, the “SE Annual Financial Statements”), and (ii) the unaudited financial statements of the Business as of and for the period ending September 30, 2011 (the “SE Interim Financial Statements” and, together with the Annual Financial Statements, the “SE Financial Statements”).

(b)                                 Except as set forth in Schedule 3.8(b), the SE Financial Statements (including, in each case, any notes thereto) (i) were prepared in accordance with the books of account and other financial records of SE, (ii) present fairly the financial position, results of operations and cash flows of SE as of the dates thereof and for the periods indicated therein and (iii) include all adjustments that are necessary for a fair presentation of the financial condition of SE and the results of operations of SE as of the dates thereof or for the period covered thereby, except that the Interim Financial Statements are subject to normal year-end adjustments, which are not material either individually or in the aggregate. The books of account and records of SE are and have been maintained in accordance with applicable legal and accounting requirements and accurately reflect the assets, liabilities, business financial condition and results of operation of SE.

18

3.9                               No Undisclosed Liabilities.  Except as set forth on Schedule 3.9, SE has no Liabilities related to the Business (and, to the Sellers’ knowledge, there is no basis for any present or future Action against SE giving rise to any such Liability), except for (i) Liabilities fully reflected or reserved for on the SE Financial Statements, and (ii) the Current Liabilities, none of which are material, which have arisen since the date of the SE Interim Financial Statements in the Ordinary Course of Business which will be fully reflected or reserved for in connection with the calculation of the Final NWC.

3.10                        Accounts Receivable.  Subject to any of the reserves set forth therein, the Accounts Receivable shown on the SE Financial Statements are valid and genuine, have arisen solely out of bona fide transactions in the Ordinary Course of Business, are not subject to any prior assignment or Lien and are not subject to valid defenses, set-offs or counter claims. The Accounts Receivable are collectible in accordance with their terms at their recorded amounts, subject only to the reserve for doubtful accounts on the SE Financial Statements. Since the date of the SE Interim Financial Statements, there have not been any write-offs of any Accounts Receivable as uncollectible. Schedule 3.10 sets forth an aged list of unpaid Accounts Receivable owing to SE as of the date hereof, with the last known address of the trade debtors associated therewith.

3.11                        Absence of Certain Changes.  Except as set forth on Schedule 3.11, from June 30, 2011 to the date of this Agreement, SE has conducted the Business only in the Ordinary Course of Business. As amplification and not limitation of the foregoing, except as set forth on Schedule 3.11, since June 30, 2011:

(a)                                 there has not occurred any SE Material Adverse Effect;

(b)                                 SE has not purchased, sold, leased, mortgaged, pledged or otherwise acquired or disposed of any properties or assets used in the Business, except in the Ordinary Course of Business;

(c)                                  SE has not sustained or incurred any loss or damage with respect to the Business (whether or not insured against) on account of fire, flood, accident or other calamity;

(d)                                 other than in the Ordinary Course of Business, SE has not increased the rate of compensation of any employee of the Business, or any other Person compensated by SE involved in the Business, granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any employee of the Business or any other Person compensated by SE involved in the Business, and has not adopted, increased the benefits under, and, other than as required by Law, amended any SE Plan;

(e)                                  there has been no material adverse change in or with respect to SE’s relations with Authorities or its employees, creditors, suppliers, customers or others having business relationships with SE and, to the Sellers’ knowledge, no fact exists which may reasonably be expected to give rise to any such material adverse change;

(f)                                   SE has not changed any accounting methods or practices (including any change in depreciation or amortization policies or rates);

19

(g)                                  there has been no termination of employment of any engineering and information technology staff member, sales manager and other employee of SE having critical talent necessary for the operation of the Business; and

(h)                                 SE has not agreed to take any of the actions described in paragraphs (b), (d) or (f) above.

3.12                        Title to Assets, Condition; Sufficiency.  Except as set forth in Schedule 3.12, SE has good, valid and marketable title to or has a valid right under contract (or otherwise) to use all assets, properties and rights used by SE in the Business, free and clear of any Liens. All items of personal property have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they are used. No item of personal property is currently in need of material repairs, modifications or upgrades. Immediately after Closing, SE shall be able to use all assets, properties and rights used by SE in the Business and exercise, and enjoy the benefits of, such assets, properties and rights used by SE in the Business in substantially the same manner as immediately prior to the Closing, without infringing the rights of any third party.

3.13                        Real Property.  With respect to the Real Property Leases, Schedule 3.13 sets forth a list of all of the Real Property Leases, and such Real Property Leases constitute all leases relating to real property in effect as of the date hereof under which SE is a lessee, sublesee or holds or operates any real property owned by any third party, which real property is utilized in connection with the Business. SE has made available to Textura and the Company true, correct and complete copies of all Real Property Leases, including all amendments, modifications and renewals thereof. SE holds a good, valid and existing leasehold interest under each Real Property Lease pursuant to which SE is a lessee for the term set forth in Schedule 3.13. SE does not own, and has never owned, any real property or interests in real property in fee, and SE has no outstanding options or rights of first refusal to purchase any real property, or any portion thereof or interest therein.

3.14                        Contracts and Commitments.

(a)                                 Schedule 3.14(a) lists each contract and agreement related to the Business, whether written or verbal, to which SE is a party as of the date hereof, including the following contracts and agreements related to the Business (such contracts and agreements, together with the Real Property Leases, being “SE Material Contracts”):

(i)                                     any contract or agreement (including purchase orders and acknowledgements) which involves consideration in excess of $15,000;

(ii)                                  any management contract or other contract, agreement or similar arrangement with independent contractors or consultants;

(iii)                               any contract or agreement relating to Indebtedness and the respective principal amounts outstanding thereunder as of the date of this Agreement;

20

(iv)                              any contract or agreement that limits or purports to limit the ability of SE, or of any employees of SE, to compete in any line of business or with any Person or in any geographic area or during any period of time;

(v)                                 any contract or agreement (A) that contains any “take or pay” or volume commitment provisions binding upon SE, (B) that contains provisions granting any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person other than SE or (C) in which SE agreed to provide “most favored” or other preferential treatment with regard to prices;

(vi)                              any employment contracts or agreements, or management, consulting or advisory contracts or agreements with any employee, consultant or advisory of SE or other Person;

(vii)                           any contract or agreement concerning a partnership or joint venture;

(viii)                        any severance (including early retirement and redundancy) plans or arrangements for any current or former employee of SE;

(ix)                              any non-disclosure contracts or agreements and non-compete contracts or agreements or other contracts or agreements containing confidentiality provisions or restrictive covenants binding a current or former employee of SE;

(x)                                 other than the Real Property Leases, any contract or agreement under which SE is lessee of or holds or operates (A) any real property or (B) any personal property providing for payments in excess of $15,000 annually;

(xi)                              any contract or agreement under which SE is lessor of or permits any third party to hold or operate any property, real or personal;

(xii)                           any contract or agreement relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person pursuant to which SE has any Liability;

(xiii)                        any powers of attorney granted by or on behalf of SE;

(xiv)                       any sales or distribution contracts or agreements relating to a sales person or distributor, franchise contracts or agreements and advertising contracts or agreements relating to SE;

(xv)                          any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by SE;

(xvi)                       other than employment agreements, any contract or agreement with any of the members of SE, or Affiliates of SE or any such members;

21

(xvii)                    any contract or agreement under which SE has advanced or loaned any amount to any of its managers, members, officers and employees;

(xviii)                 except for sales contracts made in the ordinary course of business with SE’s customers, any contract or agreement pursuant to which SE has agreed to defend, indemnify or hold harmless any other Person not otherwise disclosed in Schedule 3.14(a);

(xix)                       any contract or agreement pursuant to which SE has agreed to settle any Liability for Taxes;

(xx)                          any contract or agreement pursuant to which SE has agreed to shift or allocate the Liability of SE or any other Person for Taxes;

(xxi)                       any contract or agreement whereby SE has entered into an escrow agreement for SE software;

(xxii)                    any contracts or agreements with customers entered into in the past two (2) years in excess of $15,000 for which revenue has been pre-paid;

(xxiii)                 any contract in which SE has granted a Person (other than SE) an exclusive license to any of the assets, properties or rights used by SE in the Business; and

(xxiv)                any other contract or agreement, whether or not made in the Ordinary Course of Business, which is material to the conduct of the Business.

(b)                                 SE has made available to Textura and the Company a true and correct copy of all written SE Material Contracts, together with all material amendments, waivers or other changes thereto, and has been given an accurate written description of all SE Material Contracts that are verbal agreements.

(c)                                  Except for contracts with SE’s customers in the Ordinary Course of Business, SE is not a party to: (i) contracts or agreements with any Authority or (ii) contracts or agreements with a non-Authority in support of a contract or agreement with an Authority.

(d)                                 Except as disclosed in Schedule 3.14(d), each SE Material Contract: (i) is legal, valid, binding and enforceable on and with respect to SE and, to the knowledge of SE, the other parties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect and shall not give rise to any termination, amendment, acceleration, cancellation, penalty or other adverse consequence. Except as disclosed in Schedule 3.14(d), neither SE nor, to the knowledge of SE, any other party thereto, is in breach of or default under in any material respect, or has repudiated any provision of or is currently making any payments, including payment of liquidated damages, under any SE Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice would (i) cause such a breach of or default under in any material respect or (ii) give any third party the right to (A) a rebate, chargeback, refund, credit, claim for royalties, penalty or change in delivery schedule under any SE Material Contract, (B) accelerate the maturity or performance of any obligation of SE under any SE Material Contract, (C) cancel,

22

terminate or modify any SE Material Contract). Except as disclosed in Schedule 3.14(d), with respect to each SE Material Contract, SE and, to the knowledge of SE, each of the other parties thereto have complied with the terms and conditions of such SE Material Contract in all material respects.

3.15                        Litigation.  Except as set forth on Schedule 3.15, there is no Action to which SE or any of its officers, managers, members or employees (in their capacity as such) has been a party in the past five (5) years. Except as set forth on Schedule 3.15, no Action is currently pending against SE, nor has SE received any notice of any threat thereof. Neither SE nor any assets used in the Business is subject to any outstanding Order or settlement issued or approved by any Authority. To the SE’s knowledge, there is no reasonable basis for any Person to assert a claim against SE which would relate to or affect any of the assets used in the Business, or against any of the assets used in the Business based upon (i) SE’s entry into this Agreement or any of the transactions contemplated hereby or (ii) any claim that SE has agreed to sell or dispose of the assets used in the Business to any party other than Textura and the Company, whether by way of merger, consolidation, sale of assets or otherwise.

3.16                        Environmental, Health and Safety Matters.  Except as disclosed in Schedule 3.16, to the Sellers’ knowledge:

(a)                                 Solely with respect to the Business, SE has complied and is in compliance with all Environmental, Health, and Safety Requirements in all material respects.

(b)                                 SE has not received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory or corrective obligations or Remedial Action, relating to any of it or its facilities or any third party facilities or the Leased Real Property arising under Environmental, Health, and Safety Requirements.

(c)                                  SE has not, either expressly or by operation of law, assumed or undertaken any Liability, including any obligation for corrective or Remedial Action, of any other Person relating to Environmental, Health, and Safety Requirements.

(d)                                 SE has provided Textura and the Company with copies of any environmental assessment or audit reports or other similar studies or analyses known, obtained or possessed by SE relating to the Leased Real Property, SE or the Business.

3.17                        Taxes.

(a)                                 SE has complied with all Laws relating to Taxes, has properly completed and timely filed all Tax Returns required to be filed by it prior to the Closing Date and has timely paid all Taxes required to be paid by it for which payment is due or for which it could be liable as a result of transferee liability, joint and several liability, contractual liability or otherwise. All such Tax Returns are true, correct and complete in all material respects. SE has no liability for Taxes in excess of the amount so paid or accruals or reserves so established, in each case, with respect to the assets used in the Business.

23

(b)                                 There are no existing Liens for Taxes on any of the assets, properties and rights used by SE in the Business (except for Liens for Taxes that are not yet due and payable).

(c)                                  SE has (i) withheld all required amounts from payments to its employees, agents, contractors, nonresidents, and other third parties and timely remitted such amounts to the proper Authority in accordance with applicable Laws, (ii) timely paid all employment Taxes with respect to its employees and (iii) timely filed all Tax Returns relating to withholding, employment and unemployment Taxes with the appropriate Authority in accordance with applicable Laws.

(d)                                 No portion of the cost of any of the assets of SE was financed directly or indirectly from the proceeds of any tax exempt state or local government obligation described in Section 103(a) of the Code. None of the assets used in the Business are tax exempt use property under Section 168(h) of the Code. None of the assets used in the Business constitute an interest in any arrangement taxed as a corporation or partnership for any income tax purposes. None of the assets used in the Business are property that SE is required to treat as being owned by any other Person pursuant to the safe harbor lease provision of former Code section 168(f)(8).

(e)                                  SE has no obligation to pay any Taxes of any other Person. SE has not extended any statute of limitations relating to any Taxes for which Textura or the Company could be liable under this Agreement or pursuant to applicable Laws. No audits or other proceedings are ongoing or, to the knowledge of SE, threatened with respect to any Taxes of SE (including any Pre-Closing Taxes). No Authority has made a claim that SE is obligated to file a Tax Return, or pay Taxes, in a state or jurisdiction in which SE does not currently file a Tax Return or pay Taxes. There are no unpaid or proposed assessments for Taxes with respect to any of the assets used in the Business.

(f)                              SE is not a party to any contract, plan, or other arrangement with any Employee or other natural person which could (either alone or aggregated with other payments) give rise to a payment (or another benefit) that is not deductible under Code section 280G or subject to the excise Tax under Code section 4999. All deferred compensation arrangements of SE comply with the requirements of Code section 409A.

3.18                        Insurance.  The Business is covered by valid and currently effective insurance policies in such types and amounts as are consistent with customary practices and standards in SE’s industry. All premiums due and payable under all such policies have been paid, and SE has no Liability for any retroactive premiums or similar payments. To Sellers’ knowledge, there is no threatened termination of, premium increase with respect to, or material alteration of coverage under, any such insurance policies.

3.19                        Employees and Subcontractors.

(a)                                 Schedule 3.19(a) contains a list of all Employees, along with the position, date of hire and the annual rate of compensation of each such person including salary (or, with respect to Employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation) and estimated or target annual incentive compensation of each such Employee

24

and identification of any Employees who, immediately before the Closing, are on a leave of absence and the type of such leave.

(b)                                 Schedule 3.19(b) sets forth (i) a list of all independent contractors currently performing services or under contract to perform future services for SE in connection with the Business, (ii) the start date, type of services to be provided, estimated completion date and hourly or per diem pay rate of such contractors and (iii) the limits, if any, on the termination of such contractors by SE. The individuals or entities identified as independent contractors are properly characterized as such under all applicable Laws and have no rights as employees under SE Plans.

(c)                                  The Employees are not represented by any labor organization or labor union. SE is not a party to, or in the process of negotiating, any collective bargaining or other labor union contract applicable to the Employees. As of the date of this Agreement, there is no labor dispute, boycott, strike, work stoppage, picketing or other industrial action against SE pending or, to the knowledge of SE, threatened which may interfere with the business activities of SE, nor have any such actions taken place within the past three (3) years. SE has no knowledge of any organizational effort made or threatened, or any claim or demand for representation, either currently or within the past three (3) years, by or on behalf of any labor union with respect to the Employees.

(d)                                 As of the date of this Agreement, neither SE nor its representatives or employees, has committed any unfair labor practices or violated any applicable Laws of any jurisdiction relating to hiring, employment or termination from employment (including compensation, discrimination, collective action, collective bargaining, social security and payroll tax payments), nor is SE liable for past wages, taxes, or penalties for failure to make such payments. There is no pending or, to SE’s knowledge, threatened Action, charge or complaint against SE before any court or arbitrator, the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable state or local agency, nor, to the knowledge of SE, is there a reasonable basis for any such claim. There is no pending, or to the knowledge of SE, threatened Action, claim or complaint against SE before any Authority related to past or unpaid wages or penalties related thereto.

(e)                                  Schedule 3.19(e) lists the name, position and work site of each Employee and independent contractor whose service to or engagement with SE has terminated in the past two (2) years (other than temporary office or accounting help) and to which SE has paid in the aggregate more than $10,000, and the date of each termination.

(f)                                   Except as set forth in Schedule 3.19(f), no Employee is entitled to receive any payments or other compensation or benefits as a result of the consummation of the transactions contemplated by this Agreement.

(g)                                  To SE’s knowledge, no former employee, consultant, or contractor of SE is in violation of any agreement with SE relating to inventions, competition, solicitation or confidentiality.

25

3.20                        Employee Benefits.  The following provisions apply to SE Plans covering Employees.

(a)                                 Schedule 3.20(a) contains a complete and accurate list of all SE Plans. Complete and accurate copies, as applicable, of (i) each SE Plan that has been reduced to writing, (ii) written summaries of any unwritten SE Plan, (iii) all trust agreements, insurance contracts, and summary plan descriptions relating to any SE Plan, (iv) annual reports filed on Form 5500 for the most recent plan year for each SE Plan, and (v) all employee handbooks, have been made available to Textura and the Company upon their request.

(b)                                 Each SE Plan has been maintained and administered in all material respects in accordance with its terms and with ERISA, the Code and other applicable Laws. All contributions required to be made under each SE Plan, whether pursuant to applicable Law or the terms of such SE Plan, have been timely made and SE has properly accrued all Liabilities relating to SE Plans.

(c)                                  To the Sellers’ knowledge, there are no inquiries or investigations by any Authority against or involving any SE Plan. There are no pending proceedings or other claims (except claims for benefits payable in the normal operation of SE Plans and proceedings with respect to qualified domestic relations orders), against or involving any SE Plan.

(d)                                 Each SE Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS to the effect that such SE Plan is qualified and the trust related thereto is exempt from federal income taxes under Section 501(a) of the Code; no such determination letter has been revoked and, to the Sellers’ knowledge, revocation has not been threatened; and no act or omission has occurred that would adversely affect such qualification.

(e)                                  Neither SE nor any ERISA Affiliate has ever maintained an Employee Benefit Plan that was subject to Section 412 of the Code or Title IV of ERISA. At no time has SE or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA).

(f)                                   No SE Plan provides benefits after termination of employment to any Employee of SE (or to any beneficiary of any such Employee), including retiree health coverage and deferred compensation, but excluding continuation of health coverage required under COBRA or any similar state law and insurance conversion privileges under state Law.

(g)                                  No act or omission has occurred and no condition exists with respect to any SE Plan that has, will or is reasonably likely to result in any fine, penalty, Tax or Liability of any kind imposed under ERISA or the Code.

(h)                                 Schedule 3.20(h) discloses each: (i) agreement with any manager, member, officer or other Employee of SE (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving SE of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such manager, member, officer or Employee; and (ii) agreement

26

or plan binding SE, including any SE Plan, any of the benefits of which shall be increased, the vesting of the benefits of which shall be accelerated, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement.

(i)                                     Schedule 3.20(i) sets forth the policy of SE with respect to accrued vacation, accrued sick time and earned time-off and the amount of such Liabilities with respect to each Employee immediately prior to the Closing.

3.21                        Intellectual Property.

(a)                                 Set forth in Schedule 3.21(a) is a true and correct list of all Registered IP and all unregistered trademarks, service marks, trade names and brand names used in the Business, including, for each item, the jurisdictions in which such item has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made. Schedule 3.21(a) also sets forth a list of all actions that are required to be taken within 120 days of the Closing with respect to any such item in order to avoid prejudice to, impairment or abandonment of such item. With respect to each item of Intellectual Property required to be identified in Schedule 3.21(a), to the knowledge of Sellers (without having conducted any special investigation or patent search):

(i)                                     Except as set forth on Schedule 3.21(i), SE possesses sufficient legal right, title and interest in and to the item, free and clear of all Liens, and free and clear of any and all ownership claims or ownership rights of authors, inventors or any other third parties;

(ii)                                  Each such item is valid, enforceable and subsisting and all registration, maintenance and renewals fees currently due in connection with such item have been paid and all documents, recordations and certificates in connection with such item currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purpose of prosecuting, maintaining and perfecting such item and recording the applicable owner’s ownership interests therein;

(iii)                               Except as set forth in Schedule 3.21(a)(iii), the item is not subject to any outstanding Order; and

(iv)                              Except as set forth in Schedule 3.21(a)(iv), no Action is pending or, to the knowledge of SE, threatened that challenges the legality, validity, enforceability, use or ownership of the item.

(b)                                 Neither SE nor any Owned IP or Product is subject to any proceeding or outstanding Order, Contract or stipulation (i) restricting in any manner the use, transfer, or licensing of any Owned IP or any Product, or which may affect the validity, use or enforceability of any such Owned IP or Product, or (ii) restricting the conduct of the Business in order to accommodate third party Intellectual Property rights. There are no royalties, honoraria, fees or other payments payable by SE to any Person (other than salaries payable to employees, consultants and independent contractors not contingent on or related to use of their work

27

product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Owned IP.

(c)                                  SE has not (i) granted any third party exclusive rights to or under any Owned IP, (ii) granted any third party the right to sublicense any Owned IP or (iii) transferred ownership of any Intellectual Property that is or was Owned IP to any third party, or knowingly permitted its rights in any Intellectual Property that is or was Owned IP to enter the public domain or, with respect to any Intellectual Property for which SE has submitted an application or obtained a registration, lapse (other than through the expiration of registered Intellectual Property at the end of its maximum statutory term).

(d)                                 SE has secured from all of its employees, consultants and independent contractors who independently or jointly contributed to the conception, reduction to practice, creation or development of any Owned IP, unencumbered and unrestricted exclusive ownership of all such third party’s Intellectual Property rights in such contribution that SE does not already own by operation of Law and such third party has not retained any rights or licenses with respect thereto.

(e)                                  To the knowledge of Sellers, no current or former employee, consultant or independent contractor of SE (i) is in violation of any term or covenant of any Contract relating to employment, invention disclosure (including patent disclosure), invention assignment, nondisclosure or any other Contract with any other party by virtue of such employee’s, consultant’s or independent contractor’s being employed by, or performing services for, SE, or using trade secrets or proprietary information of others without permission, or (ii) has developed any technology, software or other copyrightable, patentable or otherwise proprietary work for SE that is subject to any agreement under which such employee, consultant or independent contractor has assigned or otherwise granted to any third party any rights (including Intellectual Property rights) in or to such technology, software or other copyrightable, patentable or otherwise proprietary work.

(f)                                   The employment of any employee by SE or the use by SE of the services of any consultant does not subject SE to any Liability to any third party for improperly soliciting such employee or consultant to work for SE, whether such Liability is based on contractual or other legal obligations to such third party.

(g)                                  To the knowledge of Sellers, no current or former employee of SE has any right, license, claim or interest whatsoever in or with respect to any Owned IP.

(h)                                 To the knowledge of Sellers, the right, license and interest of SE in and to all Intellectual Property licensed by SE from a third party for use in connection with the Business is free and clear of all Liens (excluding restrictions contained in the applicable written license agreements with such third parties). To the extent that any Intellectual Property that is or was owned by any third party is incorporated into, integrated or bundled with, or used by SE in the development, manufacture, or use of any of the Products, SE has a written agreement with such third party with respect thereto pursuant to which it either (i) has obtained complete, unencumbered and unrestricted ownership of, and is the exclusive owner of such Intellectual Property by operation of Law or by valid assignment, or (ii) has obtained perpetual, non-

28

terminable (other than for breach) licenses (sufficient for the conduct of the Business in the Ordinary Course of Business) to all such third party Intellectual Property.

(i)                                     SE owns and has independently developed or acquired, or has the valid right or license to, all Intellectual Property used in connection with the Business. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of any Intellectual Property used in connection with the Business, or otherwise impair or compromise SE’s ownership, license rights or other rights in or to any of the Intellectual Property used in connection with the Business.

(j)                                    Except as set forth in Schedule 3.21(j), with respect to the conduct of the Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Product and (ii) the use of any product, device or process used in the Business: (A) SE is not interfering with, infringing upon, misappropriating or otherwise in violation of or conflict with any Intellectual Property rights of third parties; and (B) no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of SE.

(k)                                 Schedule 3.21(k) sets forth a complete and accurate list of (i) all Software that is owned exclusively by SE and is material to the operation of the Business and (ii) all Software that is used by SE in the Business that is not exclusively owned by SE, excluding unmodified Software available on reasonable terms through commercial distributors or in consumer retail stores for a license fee of no more than $5,000.

3.22                        Suppliers; Customers.  Schedule 3.22 sets forth a complete and accurate list of the top twenty-five (25) customers (the “Material Customers”) and the top ten (10) suppliers (the “Material Suppliers”) of the Business, measured by reference to the aggregate payments made to or by SE for the twelve (12) months ended September 30, 2011. Since September 30, 2011, (a) no Material Customer or Material Supplier has cancelled or otherwise materially modified its relationship with SE, and, to the knowledge of SE, no such Person has any intention to do so, (b) to SE’s knowledge, the consummation of the transactions contemplated hereby will not adversely affect any of such relationships, (c) no Material Customer has reduced or indicated that it will reduce its purchase of goods or services from SE or has sought or is seeking a reduction in the price it pays for such goods or services, (d) no Material Supplier has reduced or indicated that it will reduce its supply of goods or services to SE or has sought or is seeking an increase in the price it charges SE for such goods or services and (e) there has been no other material adverse change in the relationship between SE and any Material Customer or Material Supplier.

3.23                        Brokers.  No broker, finder, investment banker, employee or other Person is entitled to any brokerage, finder’s, consulting, success or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of SE.

3.24                        Related Party Transactions.  Except as set forth in Schedule 3.24, no officer, manager, member, employee or Affiliate of SE, nor any relative or Affiliate of such officer, manager, member or employee (each, a “Related Party”) has any direct or indirect interest in the

29

Business or any contract relating, in any way, to the Business. No Related Party owns, directly or indirectly, any material interest in or serves as an officer or director of any competitor, customer or supplier of SE or any entity that has an undisclosed contractual relationship with SE.

3.25                        Disclosure.  No representation or warranty made by SE in this Agreement or any of the Schedules hereto contains, any untrue statement of a material fact or omits or, as of the Closing, will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

3.26                        Representations and Warranties of Members.  Each Member, severally and not jointly, hereby represents, warrants and covenants to the Company and Textura as follows:

(a)                                 Such Member has the full right, power and authority to enter into and perform such Member’s obligations under this Agreement. All action on the part of such Member necessary for the execution of this Agreement and the performance of such Member’s obligations hereunder has been taken or will be taken prior to the Closing. This Agreement constitutes the valid and binding obligation of such Member, enforceable against such Member in accordance with its terms.

(b)                                 No consent, approval or authorization of or designation, declaration or filing with any third party or any governmental authority is required on the part of such Member in connection with the valid execution and delivery of this Agreement or the performance of such Member’s obligations hereunder, other than consents, approvals or authorizations that have been obtained or will have been obtained prior to the Closing.

(c)                                  Such Member is the sole record and beneficial owner of such Members’ SE Units constituting his, her or its Member Contribution and has, and at the Closing will have, the full right, power and authority to contribute, transfer, assign, convey and deliver such Member’s SE Units hereunder, free and clear of any lien, encumbrance, option, charge, equitable interest or restriction.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to Sellers to enter into and perform their obligations under this Agreement, and in consideration of the covenants of SE contained herein, the Company hereby represents and warrants to Sellers (which representations and warranties shall survive the Closing regardless of what examinations, inspections, audits and other investigations Sellers have heretofore made, or may hereafter make, with respect to such representations and warranties) as follows:

4.1                               Organization and Qualification.  The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority and all necessary governmental approval to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign limited liability company to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing or good

30

standing necessary, except where the failure to be so qualified or licensed would not have or reasonably be expected to have a Company Material Adverse Effect.

4.2                               Authority Relative to This Agreement.  The Company has all necessary limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein to be consummated by the Company. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action of the Company, its manager and its members and no other action on the part of the Company, its manager or its members is required to authorize this Agreement, the other Transaction Documents or to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies.

4.3                               No Conflict; Required Filings and Consents.

(a)                                 The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate any provision of the Certificate of Formation or Operating Agreement of the Company or (ii) conflict with or violate any Law applicable to the Company or by which any property or asset of the Company is bound or affected.

(b)                                 The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Authority or any other Person.

4.4                               Capitalization.

(a)                                 Set forth on Schedule 4.4(a) is the name of each Person that shall be a member of the Company immediately (i) after the Closing and (ii) after the Second Repurchase, and set forth opposite such Person’s name on Schedule 4.4(a) is the number of Class A Common Units and Class A Preferred Units that shall be owned by each such Person immediately (i) after the Closing and (ii) after the Second Repurchase, which Units shall be all of the issued and outstanding equity interests of the Company immediately after the Closing and the Second Repurchase.

(b)                                 Except as provided in the Operating Agreement, there are no outstanding or authorized subscriptions, options, warrants or rights of any kind to acquire any membership interests or other equity interests of the Company; there are no outstanding securities convertible into any membership interests of the Company; and there are no obligations that might require the Company to issue any such options, warrants, rights or securities. Except as provided in the

31

Operating Agreement, there are no existing arrangements that require or permit any membership interests of the Company to be voted by or at the discretion of anyone other than the record owner. There are no outstanding contractual obligations or commitments of the Company that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer or disposition of any membership interests or other securities or equity or voting interests of the Company.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF TEXTURA

As an inducement to Sellers to enter into and perform their obligations under this Agreement, and in consideration of the covenants of Sellers contained herein, Textura hereby represents and warrants to Sellers (which representations and warranties shall survive the Closing regardless of what examinations, inspections, audits and other investigations Sellers have heretofore made, or may hereafter make, with respect to such representations and warranties) as follows:

5.1                               Organization and Qualification.  Textura is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and all necessary governmental approval to own, lease and operate its properties and to carry on its business as it is now being conducted. Textura is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing or good standing necessary, except where the failure to be so qualified or licensed could not have or reasonably be expected to have a Textura Material Adverse Effect.

5.2                               Authority Relative to This Agreement.  Textura has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein to be consummated by Textura. The execution and delivery of this Agreement and the other Transaction Documents by Textura and the consummation by Textura of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Textura, its board of directors and its stockholders and no other action on the part of Textura, its board of directors or its stockholders is required to authorize this Agreement, the other Transaction Documents or to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly authorized and validly executed and delivered by Textura and constitute the legal, valid and binding obligation of Textura, enforceable against Textura in accordance with their terms, subject to laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies.

5.3                               No Conflict; Required Filings and Consents.

(a)                                 The execution and delivery of this Agreement by Texutra do not, and the performance of this Agreement by Textura will not, (i) conflict with or violate any provision of

32

the Textura Constituent Documents, or (ii) conflict with or violate any Law applicable to Textura or by which any property or asset of Textura is bound or affected.

(b)                                 The execution and delivery of this Agreement by Textura do not, and the performance of this Agreement by Textura will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Authority or any other Person, except such consents as have already been obtained.

5.4                               Brokers.  No broker, finder, investment banker, employee or other Person is entitled to any brokerage, finder’s, consulting, success or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of Textura.

5.5                               Capitalization.

(a)                                 Immediately prior to the Closing, the authorized capital stock of Textura will consist of 20,000,000 shares of Common Stock, of which 4,271,937 shares of Common Stock are issued and outstanding, and 10,000,000 shares of Preferred Stock, of which there are (i) 1,014,920 shares of the 1,441,186 authorized shares of Series A-1 Preferred Stock issued and outstanding, and (ii) 804,978 shares of the 1,057,869 authorized shares of Series A-2 Preferred Stock issued and outstanding. As of the Closing Date, the Common Stock and the Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in Textura’s Certificate of Incorporation and By-laws, true, accurate and complete copies of which have been delivered by Textura to SE (the “Textura Constituent Documents”). The Textura Constituent Documents contain all rights, preferences, benefits, restrictions, and obligations to which the holders of the Common Stock and the Preferred Stock of Textura are entitled and by which they are bound.

(b)                                 The Common Stock issuable upon conversion of the Class A Preferred Units pursuant to the Operating Agreement shall be duly authorized and validly issued by Textura in compliance with applicable Law, and will be fully paid and nonassessable.

(c)                                  As of the Closing Date, Textura currently has reserved out of its authorized shares of Common Stock:

(i)                                     931,238 shares of Common Stock authorized for issuance to employees, consultants and directors pursuant to its Textura Corporation Stock Incentive Plan, as amended and restated effective January 1, 2009, under which options to purchase shares of Common Stock are issued and outstanding as of the Closing Date (the “Options”);

(ii)                                  566,667 shares of Common Stock issuable upon conversion of certain convertible debentures (the “Convertible Debentures”) which are issued and outstanding as of the Closing Date, which Convertible Debentures, pursuant to their terms are mandatorily and automatically convertible into shares of Textura Common Stock upon the Closing of the transactions contemplated by this Agreement;

33

(iii)                               626,210 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock (the “Common Stock Warrants”) which are issued and outstanding as of the Closing Date;

(iv)                              58,727 shares of Preferred Stock issuable upon the exercise of warrants to purchase shares of Preferred Stock (the “Preferred Stock Warrants”) which are issued and outstanding as of the Closing Date;

(v)                                 the 481,700 shares of Common Stock issuable upon conversion of the Class A Preferred Units pursuant to the Operating Agreement; and

(vi)                              the 2,584,255 shares of Common Stock issuable upon conversion of the Preferred Stock pursuant to Textura’s Certificate of Incorporation;

(d)                                 Except for the conversion privileges of the Preferred Stock, the Options, the Convertible Debentures, the Warrants, the conversion rights provided to the Class A Preferred Units pursuant to the Operating Agreement, or as otherwise described in this Section 5.5, there are no (i) options, warrants or other securities convertible into or exchangeable for Textura’s authorized and unissued capital stock or (ii) other rights of any kind to purchase or acquire any of Textura’s authorized and unissued capital stock.

(e)                                  Set forth on Schedule 5.5(e) is (i) the number of shares of Common Stock, Preferred Stock and any other class of equity interest of Textura that will be issued and outstanding immediately after the Closing on an as-converted fully-diluted basis, and (ii) each Member’s ownership percentage of the Common Stock on a fully-diluted basis, assuming that each of the Options, Convertible Debentures, Warrants, Class A Preferred Units, and Preferred Stock referenced in Section 5.5(c) above have been converted in full immediately after the Closing.

5.6                               Financial Statements.

(a)                                 Textura has delivered to the Sellers and the Company true, correct and complete copies of (i) unaudited balance sheets of Textura as of September 30, 2011 and September 30, 2010, and statements of income, stockholders’ equity and cash flow of Textura for the years ended September 30, 2011, September 30, 2010, and September 30, 2009 (the “Textura Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of income, stockholders’ equity and cash flow of Textura as of, and for the nine-month period ended, June 30, 2011 (the “Textura Interim Financial Statements”, and collectively with the Textura Annual Financial Statements, the “Textura Financial Statements”). The Textura Financial Statements have been prepared in accordance with GAAP, are true, correct and complete in all material respects and fairly present the financial condition, results of operations and cash flows of Textura as of the dates and periods indicated.

34

5.7                               No Undisclosed Liabilities.  Textura has no Liabilities (and, to Textura’s knowledge, there is no basis for any present or future Action against Textura giving rise to any such Liability), except for (i) Liabilities fully reflected or reserved for on the Textura Financial Statements and (ii) Liabilities, none of which are material, which have arisen since the date of the Textura Interim Financial Statements in the Ordinary Course of Business.

5.8                               Intellectual Property.  To the knowledge of Textura (without having conducted any special investigation or patent search), Textura owns or possesses sufficient legal rights to all Intellectual Property used in the business of Textura as presently conducted, without any conflict with or infringement of the rights of others. Textura has not received any written communication alleging that Textura has violated or, by conducting its business as currently conducted, would violate any of the Intellectual Property of any other person or entity, nor to Textura’s knowledge (without having conducted any special investigation or patent search) is there any basis therefor. No Action or Order is pending or outstanding, or to the knowledge of Textura, threatened that challenges the legality, validity, enforceability, use or ownership of the Intellectual Property used in the business of Textura.

5.9                               Litigation.  There are no Actions, suits, proceedings or investigations pending against Textura (or any Subsidiary of Textura) or its properties, nor has Textura (or any Subsidiary of Textura) received any notice of any threat thereof, before any court or governmental agency or other Authority that, either individually or in the aggregate, if determined adversely to Textura (or any Subsidiary of Textura), would or could reasonably be expected to have a Textura Material Adverse Effect. Neither Textura nor any of its assets is a party or subject to the provisions of any Order, settlement, writ, injunction, judgment or decree of any court or government agency or instrumentality or other Authority. There is no Action, suit or proceeding initiated by Textura currently pending or which Textura currently intends to initiate. To Textura’s knowledge, there is no reasonable basis for any Person to assert a claim against Textura which would relate to or affect any of the assets of Textura, or against any of the assets used by Textura in its business based upon Textura’s entry into this Agreement or any of the transactions contemplated hereby. To Textura’s knowledge, Textura is not interfering with, infringing upon, misappropriating or otherwise in violation or conflict with any Intellectual Property rights of third parties and no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of Textura.

5.10                        Environmental, Health and Safety Matters.  To its knowledge, Textura is not in violation of any Environmental, Health, and Safety Requirements, and to Textura’s knowledge, no material expenditures are or will be required in order to comply with any such Environmental, Health, and Safety Requirements. Textura has not received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory or corrective obligations or Remedial Action, relating to any of Textura, any Subsidiary of Textura or their respective facilities or any third party facility or any real property leased or owned by Textura arising under Environmental, Health, and Safety Requirements. Textura has not, either expressly or by operation of law, assumed or undertaken any Liability, including any obligation for corrective or Remedial Action, of any other Person relating to Environmental, Health, and Safety Requirements.

35

5.11                        Compliance with Laws.

(a)                                 Neither Textura nor any Subsidiary of Textura is in conflict with, or in default or violation of, (i) any Law applicable to Textura or a Subsidiary of Textura or by which any of their respective assets are bound or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Textura or any Subsidiary of Textura is a party or by which Textura or a Subsidiary of Textura or any property or asset of Textura or a Subsidiary of Textura is bound or affected, or (iii) any Permits of Textura or a Subsidiary of Textura, which conflict, default or violation would or could be reasonably expected to have a Textura Material Adverse Effect.

(b)                                 Neither Textura, nor, to the Textura’s knowledge, any other Person purporting to act on behalf of Textura, has made any payment to, or conferred any benefit, directly or indirectly, on suppliers, customers, employees, or agents of suppliers or customers, or officials or employees of any Authority or any political parties or candidates for office, which is or was unlawful under any applicable Law, including the United States Foreign Corrupt Practices Act, as amended.

5.12                        Absence of Certain Changes.  Except as set forth on Schedule 5.12, from December 31, 2010 to the date of this Agreement, Textura has conducted its business only in the Ordinary Course of Business. As amplification and not limitation of the foregoing, except as set forth on Schedule 5.12, since December 31, 2010:

(a)                                 there has not occurred any Textura Material Adverse Effect;

(b)                                 Textura has not sustained or incurred any loss or damage with respect to its business (whether or not insured against) on account of fire, flood, accident or other calamity;

(c)                                  there has been no material adverse change in or with respect to Textura’s relations with Authorities or its employees, creditors, suppliers, customers or others having business relationships with Textura and, to Textura’s knowledge, no fact exists which may reasonably be expected to give rise to any such material adverse change;

(d)                                 Textura has not changed any accounting methods or practices (including any change in depreciation or amortization policies or rates);

(e)                                  Textura has not agreed to take any of the actions described above.

5.13                        Taxes.

(a)                                 Textura has complied with all Laws relating to Taxes, has properly completed and timely filed all Tax Returns required to be filed by it prior to the Closing Date and has timely paid all Taxes required to be paid by it for which payment is due or for which it could be liable as a result of transferee liability, joint and several liability, contractual liability or otherwise. All such Tax Returns are true, correct and complete in all material respects. Textura has no liability for Taxes in excess of the amount so paid or accruals or reserves so established.

36

(b)                                 There are no existing Liens for Taxes on any of the assets, properties and rights used by Textura in its business (except for Liens for Taxes that are not yet due and payable).

(c)                                  Textura has (i) withheld all required amounts from payments to its employees, agents, contractors, nonresidents, and other third parties and timely remitted such amounts to the proper Authority in accordance with applicable Laws, (ii) timely paid all employment Taxes with respect to its employees and (iii) timely filed all Tax Returns relating to withholding, employment and unemployment Taxes with the appropriate Authority in accordance with applicable Laws.

(d)                                 No portion of the cost of any of the assets of Textura was financed directly or indirectly from the proceeds of any tax exempt state or local government obligation described in Section 103(a) of the Code. None of the assets used in Textura’s business are tax exempt use property under Section 168(h) of the Code. None of the assets used in Textura’s business constitute an interest in any arrangement taxed as a corporation or partnership for any income tax purposes. None of the assets used in Textura’s business are property that Textura is required to treat as being owned by any other Person pursuant to the safe harbor lease provision of former Code section 168(f)(8).

(e)                                  Textura has no obligation to pay any Taxes of any other Person. Textura has not extended any statute of limitations relating to any Taxes for which Sellers or the Company could be liable under this Agreement or pursuant to applicable Laws. No audits or other proceedings are ongoing or, to the knowledge of Textura, threatened with respect to any Taxes of Textura. No Authority has made a claim that Textura is obligated to file a Tax Return, or pay Taxes, in a state or jurisdiction in which Textura does not currently file a Tax Return or pay Taxes. There are no unpaid or proposed assessments for Taxes with respect to any of the assets used in Textura’s business.

(f)                                   Textura is not a party to any contract, plan, or other arrangement with any employee or other natural person which could (either alone or aggregated with other payments) give rise to a payment (or another benefit) that is not deductible under Code section 280G or subject to the excise Tax under Code section 4999. All deferred compensation arrangements of Textura comply with the requirements of Code section 409A.

5.14                        Insurance.  Textura’s business is covered by valid and currently effective insurance policies in such types and amounts as are consistent with customary practices and standards in Textura’s industry.

5.15                        Employees and Subcontractors.  Textura’s employees are not represented by any labor organization or labor union. Textura is not a party to, or in the process of negotiating, any collective bargaining or other labor union contract applicable to the employees of Textura. As of the date of this Agreement, neither Textura nor, to Textura’s knowledge, its representatives or employees, has committed any unfair labor practices or violated any applicable Laws of any jurisdiction relating to hiring, employment or termination from employment (including compensation, discrimination, collective action, collective bargaining, social security and payroll tax payments), nor is Textura liable for past wages, taxes, or penalties for failure to make such

37

payments, which would or reasonably could be expected to have a Textura Material Adverse Effect.

5.16                        Employee Benefits.  Each of the Employee Benefit Plans of Textura (the “Textura Plans”) has been maintained and administered in all material respects in accordance with its terms and with ERISA, the Code and other applicable Laws. To Textura’s knowledge, there are no inquiries or investigations by any Authority against or involving any Textura Plan. There are no pending proceedings or other claims (except claims for benefits payable in the normal operation of Textura Plans and proceedings with respect to qualified domestic relations orders), against or involving any Textura Plan. No act or omission has occurred and no condition exists with respect to any Textura Plan that has, will or is reasonably likely to result in any fine, penalty, Tax or Liability of any kind imposed under ERISA or the Code.

5.17                        Disclosure.  No representation or warranty made by Textura in this Agreement or any of the Schedules hereto contains any untrue statement of a material fact or omits or, as of the Closing, will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE VI
CLOSING

6.1                               Time and Place.  The Closing shall take place at the offices of Winston & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ at 10:00 a.m. (Chicago, Illinois time) on the Closing Date, and shall be deemed effective as of 11:59 p.m. (Chicago, Illinois time) on the Closing Date.

6.2                               Closing Transactions.  All documents and other instruments required to be delivered at the Closing shall be regarded as having been delivered simultaneously, and no document or other instrument shall be regarded as having been delivered until all have been delivered.

6.3                               Sellers’ Deliveries.  At the Closing, Sellers shall deliver, or cause to be delivered, to Textura and the Company all instruments, duly executed, or other items which are required by the terms hereof to be delivered at the Closing, including:

(a)                                 the record book and minute book of SE;

(b)                                 for those SE Units evidenced by membership units certificate(s) (the “Certificated SE Units”), the membership interest certificates representing all of the Certificated SE Units registered in the name of each of the Members, and such other instruments or documents as are reasonably required to vest in the Company title to all of the SE Units, free and clear of all Liens;

(c)                                  any and all UCC termination statements or other documents reasonably requested by the Company to evidence the release of any Liens on the assets of the Business (other than such Liens of Bank of the West against SE or any of its Subsidiaries or any of their respective assets or properties);

38

(d)                                 a certificate of existence from the Secretary of State of the State of Iowa and of each other state in which SE is required to be qualified to transact business, in each case, as of a date not earlier than ten (10) days prior to the Closing Date;

(e)                                  a certificate of the Secretary or an Assistant Secretary of SE, dated as of the Closing Date, certifying as to the accuracy and completeness of the following items and that the following items remain in full force and effect without modification as of the Closing: (i) the SE Constituent Documents; (ii) the resolutions of the Board of Managers and members of SE approving the transactions contemplated hereby; and (iii) the incumbency and signatures of the officers of SE executing this Agreement and any Transaction Document delivered by SE;

(f)                                   a certificate signed by an officer of SE, in form and substance reasonably satisfactory to Textura and the Company, dated the Closing Date, certifying that (i) the representations and warranties of SE set forth in this Agreement are true, accurate and correct as of the Closing Date as though made at and as of the Closing, and (ii) SE has complied with all covenants, obligations and conditions set forth in Section 7.11 required to be performed by SE prior to Closing;

(g)                                  a copy of each consent listed on Schedule 3.5(b) and Schedule 3.14(d);

(h)                                 a statement, in the form set forth in Treasury Regulation §1.1445-2(b)(2), that SE is not a foreign Person;

(i)                                     the Management Employment Letter Agreements;

(j)                                    the Operating Agreement, executed by each of the Members;

(k)                                 payoff letters or termination agreements, as applicable, with respect to any SE Indebtedness, which shall provide for the complete repayment, satisfaction and/or release as of the Closing Date of all of such SE Indebtedness to the Persons to whom such SE Indebtedness is owed and the complete release of any Liens or guarantees any such Person may have against the Company or any of its Subsidiaries or any of their respective assets or properties (other than such Liens or guarantees of Bank of the West against SE or any of its Subsidiaries or any of their respective assets or properties, which release of such Liens or guarantees will be obtained following the Closing Date pursuant Section 7.10), along with supporting documentation, all in customary form reasonably satisfactory to Textura and the Company;

(l)                                     evidence satisfactory to Textura and the Company that the SE Transaction Expenses have been paid in full;

(m)                             evidence satisfactory to Textura and the Company that the Benefits Liabilities have been paid in full; and

(n)                                 all such other documents as Textura, the Company and their counsel shall deem reasonably necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of all the SE Units to the Company and to allow SE to continue operating the Business following the Closing in the same manner as it operated the Business immediately prior to the Closing.

39

6.4                               Textura Deliveries.  At the Closing, Textura shall deliver, or cause to be delivered, to the Sellers and the Company all instruments, duly executed, or other items which are required by the terms hereof to be delivered at the Closing, including:

(a)                                 the Cash Payment;

(b)                                 the Management Employment Letter Agreements;

(c)                                  a certificate of the Assistant Secretary of Textura, dated as of the Closing Date, certifying as to the accuracy and completeness of the following items and that the following items remain in full force and effect without modification as of the Closing: (i) the Textura Constituent Documents, (ii) resolutions of Textura’s board of directors authorizing (a) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and (b) the reservation of authorized but unissued shares of Common Stock issuable upon conversion of the Class A Preferred Units as contemplated in the Operating Agreement, (iii) the incumbency and signatures of the officers of Textura executing this Agreement and any Transaction Document delivered by Textura, and (iv) the written consent of the holders of Series A Preferred Stock to the transactions contemplated by this Agreement;

(d)                                 a certificate of good standing from the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days prior to the Closing Date;

(e)                                  a certificate signed by an officer of Textura, in form and substance reasonably satisfactory to Sellers, dated the Closing Date, certifying that the representations and warranties of Textura set forth in this Agreement are true, accurate and correct as of the Closing Date as though made at and as of the Closing;

(f)                                   Forms of Restricted Stock Unit Award Agreements in a form reasonably acceptable to the Sellers for each of the Employees identified on Schedule 7.9 for the number of restricted stock unit awards set forth opposite such Employee’s name on such Schedule 7.9, provided however that such actual Restricted Stock Unit Award Agreements are to be delivered post-closing in accordance with Section 7.9(e);

(g)                                  the Management Stock Option Award Agreements;

(h)                                 the Operating Agreement, executed by Textura;

(i)                                     the repayment of the SE Indebtedness set forth on Schedule 6.4(i) and

(j)                                    such other instruments and documents as are reasonably necessary, in the opinion of the Sellers, to evidence the performance by Textura of its obligations under this Agreement.

40

6.5                               Company Deliveries.  At the Closing, the Company shall deliver, or cause to be delivered, to Textura and the Members all instruments, duly executed, or other items which are required by the terms of hereof to be delivered at the Closing, including:

(a)                                 the Preferred Unit Consideration, to the Members in accordance with Section 2.2(a) above, which shall be evidenced by the Company’s entry at the Closing into the Company’s unit register of the names of the Members and the number of Class A Preferred Units set forth opposite such Members’ names on Schedule A; to be followed by the issuance within thirty (30) days of the Closing Date of certificates registered in the names of the Members for the number of Class A Preferred Units set forth opposite such Members’ names on Schedule A; provided however that such certificates shall be held in trust by ▇▇▇▇ ▇▇▇▇▇▇▇ for the benefit of the Members and copies of such certificates shall be provided to the Members for their records;

(b)                                 the Common Unit Consideration, to Textura in accordance with Section 2.2(b) above;

(c)                                  the Management Employment Letter Agreements;

(d)                                 a certificate of good standing from the Secretary of State of the State of Delaware and each other state in which the Company is required to be qualified to transact business, in each case, as of a date not earlier than ten (10) days prior to the Closing Date;

(e)                                  a certificate signed by an officer of the Company, in form and substance reasonably satisfactory to Textura and the Company, dated the Closing Date, certifying that the representations and warranties of the Company set forth in this Agreement are true, accurate and correct as of the Closing Date as though made at and as of the Closing;

(f)                                   a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to the accuracy and completeness of the following items and that the following items remain in full force and effect without modification as of the Closing (i) the Certificate of Formation and Operating Agreement of the Company, (ii) resolutions of the Company’s board of managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the repurchase of the Class A Preferred Units as contemplated herein, and (iii) the incumbency and signatures of the officers of the Company executing this Agreement and any Transaction Document delivered by the Company;

(g)                                  the Operating Agreement, executed by the Company;

(h)                                 the $2,275,000 cash payment to the Members for the repurchase of One Hundred Thirteen Thousand Seven Hundred Fifty (113,750) Class A Preferred Units pursuant to Section 7.1(a); and

(i)                                     such other instruments and documents as are reasonably necessary, in the opinion of Textura and the Sellers, to evidence the performance by the Company of its obligations under this Agreement.

41

ARTICLE VII
OTHER AGREEMENTS

7.1                               Class A Preferred Unit Redemption.

(a)                                 Immediately following the Closing (and in any event no later than the day following the Closing Date), the Company shall repurchase from the holders of the Class A Preferred Units an aggregate of One Hundred Thirteen Thousand Seven Hundred Fifty (113,750) Class A Preferred Units for an aggregate repurchase price equal to two million two hundred seventy five thousand dollars ($2,275,000). The number of such Class A Preferred Units to be repurchased from each Member and the amount of the $2,275,000 repurchase price to be paid to each Member shall be as set forth on Schedule 7.1(a).

(b)                                 Within ten (10) days following the delivery of the Final NWC Statement, the Company shall repurchase an aggregate of Eleven Thousand Two Hundred Fifty (11,250) Class A Preferred Units from the holders of the Class A Preferred Units for an aggregate repurchase price of two hundred thousand dollars ($225,000) (the “Second Repurchase”); provided, however, that the $225,000 aggregate repurchase price for the Second Repurchase of such Eleven Thousand Two Hundred Fifty (11,250) Class A Preferred Units shall be increased or decreased by the amount of the Post-Closing Adjustment pursuant to Section 2.4(c). Prior to giving effect to any adjustment pursuant to Section 2.4(c), the number of such Class A Preferred Units to be repurchased from each Member and the amount of the $225,000 repurchase price to be paid to each Member shall be as set forth on Schedule 7.1(b).

(c)                                  The agreements and obligations of the Company in this Section 7.1 shall survive the Closing.

7.2                               Further Assurance.  At any time and from time to time from and after the Closing, Sellers, Textura and the Company will, at the request and expense of the other requesting parties hereto, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments and other documents and perform or cause to be performed such acts and provide such information, as may reasonably be required to evidence or effectuate the transactions contemplated by this Agreement or for the performance by Sellers, Textura or the Company of any of their other respective obligations under or related to this Agreement, including preparation of any Tax Return, or the conduct of any audit or examination or other proceeding. The parties shall retain for the full period of any statute of limitations any records or information which may be relevant to Taxes of SE for the period prior to the Closing.

7.3                               Confidentiality.  The parties covenant and agree among themselves that from and at all times after the Closing, all information relating to the Business, including the Transaction Documents and any other trade secrets and any confidential and/or proprietary information (collectively, “Confidential Information”), will be held in strict confidence by the parties and any representatives of the parties; provided, however, the parties shall not have any restrictive obligation with respect to any Confidential Information which (i) is contained in a printed publication available to the general public, (ii) is or becomes publicly known through no wrongful act or omission of such party, (iii) is known by a party without any proprietary restrictions by the furnishing/disclosing party at the time of receipt of such Confidential

42

Information or (iv) is disclosed with the prior written consent of the Company. The parties may disclose Confidential Information to the extent required pursuant to a valid Order or regulation of a competent Authority but shall otherwise continue to hold the disclosed Confidential Information in strict confidence. As of the Closing, the Confidentiality Agreement dated January 28, 2011, by and between the parties and their affiliates shall terminate and have no further force or effect.

7.4                               Employment Matters.  Prior to the Closing, SE shall have terminated at its sole cost and expense the employment agreements, if any, with ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Will, and ▇▇▇▇ ▇▇▇▇▇▇ (“Management”). As of the Closing, SE, Textura and the Company shall enter into the Management Employment Letter Agreements with each member of Management.

7.5                               Tax Matters.

(a)                                 Textura, Sellers and the Company shall provide each other with such assistance as is reasonably requested by such other party in connection with the preparation of any Tax Return or any audit or other proceeding relating to Taxes. Such assistance shall include making employees available on a mutually convenient basis to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. The party requesting assistance hereunder shall reimburse the assisting parties for reasonable out-of-pocket expenses incurred in providing assistance. Sellers shall retain for the full period of any statute of limitations, and provide access to, any records or information (including all Tax Returns) which may be relevant to such preparation, audit or other proceeding.

(b)                                 Sellers shall pay when due any and all Pre-Closing Taxes (whether direct or as a result of transferee liability, joint and several liability, or contractual liability). All real property, personal property, ad valorem and other similar periodic Taxes (excluding Transfer Taxes) that relate to, or are imposed with respect to, the Business for a period that includes, but does not end on the Closing Date, but not allocable to specific transactions, shall be Pre-Closing Taxes in an amount equal to the Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the portion of such period beginning on or before the Closing Date and denominator of which is the number of days in the entire period. All other Taxes (excluding Transfer Taxes) for a period that includes, but does not end on, the Closing Date shall be Pre-Closing Taxes to the extent such Taxes accrued in the portion of the period ending on or before the Closing Date based on a “closing of the books” methodology.

7.6                               Access to Records.  Each party agrees to provide the other parties with reasonable access, during normal business hours and upon reasonable prior notice, and at the expense of the requesting party, to all relevant documents and records that may be needed by such party for purposes of (a) preparing Tax Returns or responding to an audit by any Authority, (b) the determination or enforcement of rights and obligations under this Agreement, (c) compliance with the requirements of any Authority, (d) the determination or enforcement of the rights and obligations hereunder of any Indemnifying Party or Indemnified Party or (e) in connection with any actual or threatened Action.

43

7.7                               Non-Competition; Non-Solicitation.

(a)                                 In consideration of the promises contained herein, and to induce Textura and the Company to enter into this Agreement and to perform their respective obligations hereunder, for a period of three (3) years following the Closing Date (the “Restricted Period”), no Member shall (except in such Member’s capacity as an employee of Textura, as applicable), directly or indirectly through any of its respective Affiliates: (i) engage in, carry on, participate in or have any interest in, whether alone or in conjunction with any Person, or as a holder of an equity or debt interest of any Person, or as a principal, agent or otherwise, in any business that conducts or has conducted activities similar to the Business or to the business conducted by SE (a “Competitive Business”) anywhere in the world, whether such engagement shall be as an owner, partner or other participant in any Competitive Business; (ii) assist others in engaging in any Competitive Business in any manner described in the foregoing clause (i); or (iii) induce any supplier, customer, employee or other Person doing business with SE to terminate its relationship with SE.

(b)                                 During the Restricted Period, no Member shall, directly or indirectly through any of its respective Affiliates, hire, entice or solicit or seek to induce or influence any of the employees of SE to leave employment with SE.

(c)                                  It is the desire and intent of the parties to this Agreement that the provisions of this Section 7.7 shall be enforced to the fullest extent permissible under applicable Law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 7.7 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete or modify (including to limit or reduce its duration, geographical scope, activity or subject) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision of this Section 7.7 in the particular jurisdiction in which such adjudication is made and to be made only to the extent necessary to cause the provision as amended to be valid and enforceable.

(d)                                 Each Member acknowledges and understands that the provisions of this Section 7.7 are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law and that the breach of the provisions of this Section 7.7 would cause SE irreparable harm. In the event of a breach or threatened breach by any Member or its respective Affiliates of the provisions of Section 7.7(a), SE shall be entitled to seek an injunction restraining such breach. Nothing herein contained shall be construed as prohibiting SE from pursuing any other remedies available for any breach or threatened breach of this Section 7.7, and the pursuit of an injunction or any other remedy shall not be deemed to be an exclusive election of such a remedy.

7.8                               Textura Covenants.

(a)                                 If at any time on or after the Closing Date, but before such time as the Class A Preferred Units are converted in full according to the terms of the Operating Agreement, Textura declares any dividend (other than a stock dividend involving Common Stock of Textura) or makes any other distribution of cash and/or other non-cash consideration (other than a stock

44

dividend involving Common Stock of Textura) to any of the holders of the Common Stock or the Preferred Stock of Textura, then Textura shall promptly pay, in the same type of consideration paid to such holders of Common stock or Preferred Stock of Textura (and, if there is more than one type of consideration, in the same proportion paid to holders of Common Stock or Preferred Stock of Textura), the same dividend or distribution to the Members on a pro rata basis as if their Class A Preferred Units had been fully converted into Common Stock of Textura immediately prior to the declaration of such dividend or making of such other distribution, in accordance with the terms of the Operating Agreement.

(b)                                 At any time after the Closing before the occurrence of a Mandatory Conversion Event (as that term is defined in the Operating Agreement), Textura covenants and agrees that the number of shares of Common Stock into which each share of Class A Preferred Units is convertible upon the occurrence a Mandatory Conversion Event shall be proportionately and equitably adjusted upon the occurrence of any subdivision or combination of the Common Stock of Textura, any dividend or distribution of Textura payable in Common Stock, reclassification of Textura stock, or similar transaction in accordance with the Operating Agreement.

(c)                                  The agreements and obligations of Textura set forth in this Section 7.8 shall survive the Closing.

7.9                               Restricted Stock Units.

(a)                                 On the Grant Date, Textura covenants and agrees that it shall (i) grant to SE’s Employees identified on Schedule 7.9 (each a “Grantee”) the number of Restricted Stock Units set forth opposite such Grantees’ names on Schedule 7.9 and (ii) deliver to each Grantee an agreement setting forth the terms and conditions on which such Restricted Stock Units are granted (the “Restricted Stock Unit Agreements”), which shall be consistent with the terms of this Section 7.9, and which shall be in the form attached hereto as Exhibit D. “Restricted Stock Units” means those restricted stock units issued by Textura and governed by the terms of the Restricted Stock Unit Agreements and the Textura Stock Incentive Plan, a true, accurate and complete copy of which has been provided to the Sellers on or prior to Closing. “Grant Date” means the date on which the Restricted Stock Units are actually granted as provided in this Section 7.9, which shall be no later than thirty (30) days after the Closing Date. This Section 7.9 shall survive the Closing.

(b)                                 The Restricted Stock Units granted to each Grantee shall vest as follows: (i) fifty percent (50%) shall vest on the Grant Date, and (ii) fifty percent (50%) shall vest immediately prior to the occurrence of a Textura Liquidity Event. A “Textura Liquidity Event” means any event which would trigger a Mandatory Conversion Event (as defined in the Operating Agreement).

(c)                                  Each Grantee shall be responsible for payment of the employee portion of all FICA Taxes payable as a result of the grant and/or vesting of the first fifty percent (50%) of the Restricted Stock Units which vest as provided in Section 7.9(b)(i), which SE, the Company and Textura shall cause to be payroll deducted from wages payable to such Grantee in accordance with SE’s standard payroll practices and procedures. Notwithstanding the foregoing,

45

SE shall, and Textura and the Company shall cause SE to, issue and deliver on the Grant Date to each Grantee a cash bonus in a net amount (after Taxes) equal to such Grantee’s liability for the employee portion of all such FICA Taxes. SE shall be liable for and pay the employer portion of all FICA Taxes payable in connection with the vesting of the Restricted Stock Units referenced in Section 7.9(b)(i).

(d)                                 Textura and the Company shall be responsible for payment of the employer portion of all FICA Taxes and SE shall be liable for the amount of the employee portion of all FICA Taxes payable as a result of the grant and/or vesting of the last fifty percent (50%) of the Restricted Stock Units which vest as provided in Section 7.9(b)(ii). In furtherance of SE’s obligation to pay the amount of the employee portion of such FICA Taxes, (i) SE, the Company and Textura shall cause to be payroll deducted from wages payable to such Grantee in accordance with SE’s standard payroll practices and procedures, and (ii) SE shall, and Textura and the Company shall cause SE to, issue and deliver on the date of vesting of the Restricted Stock Units referenced in Section 7.9(b)(ii) to each Grantee a cash bonus in a net amount (after Taxes) equal to such Grantee’s liability for the employee portion of all such FICA Taxes. Textura and the Company shall pay the employer portion of all FICA Taxes payable in connection with the vesting of the Restricted Stock Units referenced in Section 7.9(b)(ii).

(e)                                  Effective as of the Closing, the employee profit units of SE (the “Employee Profit Units”) issued to SE’s Employees and outstanding immediately prior the Closing shall be terminated and cancelled. Each Member that is an SE Employee acknowledges and agrees that such Member shall have no further right, interest or claim in or to any such Employee Profit Units on or after the Closing Date. SE shall notify all non-Member holders of the Employee Profit Units of the termination and cancellation of such Employee Profit Units, and Restricted Stock Units shall be issued to non-Member holders of Employee Profit Units upon receipt by Textura of evidence of consent to the termination and cancellation of such Employee Profit Units from such non-Member holders.

(f)                                   The parties acknowledge and agree that SE has not exercised its discretion to accelerate the vesting of the Employee Profit Units on the basis of the occurrence of the transactions contemplated by this Agreement.

46

7.10                        Closed Line of Credit.  Textura and the Company, jointly with the Member Representative, shall use their best efforts following the Closing to (i) cause any and all guaranty agreements between ▇▇▇▇ ▇▇▇▇▇▇▇ and Bank of the West relating to SE’s Indebtedness to Bank of the West to be released and terminated in all respects and (ii) to take any and all actions necessary to have the Liens of Bank of the West against SE or any of its Subsidiaries or any of their respective assets or properties removed as promptly as practicable following the Closing. This Section 7.10 shall survive the Closing.

7.11                        SE Payments.  Prior to the Closing, SE shall first use its available cash to repay all SE Transaction Expenses and Benefits Liabilities (other than employer portion of any employment related taxes that are a part of Benefits Liabilities, the balance of which shall be reflected as a Current Liability in any calculation of Net Working Capital pursuant to this Agreement), if any and Textura shall repay all outstanding SE Indebtedness pursuant to Section 2.1(c).

7.12                        Distribution.  By no later than March 15, 2012, the Company shall, and Textura shall cause the Company to, distribute to each Member a cash distribution in an amount equal to such Member’s Tax liability for Pre-Closing Taxes related to such Member’s membership interest in SE on and prior to the Closing Date for SE’s 2011 tax year, such amount being determined in the Ordinary Course of Business. The amount of such cash distribution shall be reflected as a Current Liability in any calculation of Net Working Capital pursuant to this Agreement. This Section 7.12 shall survive the Closing.

ARTICLE VIII
INDEMNIFICATION

8.1                               Indemnification by Members.

(a)                                 Subject to each Member’s aggregate Pro Rata Percentage of the Escrow Amount, and the limitations set forth in Section 8.4, each Member, severally and not jointly, agrees to indemnify, defend and hold harmless Textura and the Company and all of their officers, directors, managers, stockholders, members, Affiliates, employees and agents (the “Purchaser Indemnified Parties”) after the Closing from and against any Losses arising out of or resulting from the untruth, inaccuracy or incompleteness of any representation or warranty of each Member contained in Section 3.26 of this Agreement (or in any document, writing, certificate, data or financial statements delivered by the Members under this Agreement). Subject to the limitations set forth in Section 8.4, the Members, jointly and severally agree to indemnify, defend and hold harmless the Purchaser Indemnified Parties after the Closing from or against any Losses arising out of or resulting from the untruth, inaccuracy or incompleteness of any representation or warranty of SE contained in this Agreement (or in any document, writing, certificate, data or financial statements delivered by Sellers under this Agreement. Each indemnification right of the Purchaser Indemnified Parties specified in this Section 8.1(a), is a “Purchaser Warranty Claim.”

(b)                                 Subject to the limitations set forth in Section 8.4, the Members jointly and severally agree to indemnify, defend and hold harmless the Purchaser Indemnified Parties after the Closing from or against any Losses arising out of or resulting from

47

(i)                                     the failure by Sellers to perform any of their covenants or obligations under this Agreement; (or in any document, writing, or certificate delivered by Sellers under this Agreement);

(ii)                                  any and all Pre-Closing Taxes (except any such Taxes included in Net Working Capital); and

(iii)                               any Losses incurred by the Purchaser Indemnified Parties arising out of, relating to, or in connection with the Liens of Bank of the West against SE or any of its Subsidiaries or any of their respective assets or properties.

8.2                               Indemnification by Textura and the Company.  Subject to the limitations set forth in Section 8.4, Textura and the Company, jointly and severally, agree to indemnify, defend and hold harmless Sellers and all of their officers, directors, managers, stockholders, members, Affiliates, employees and agents (the “Seller Indemnified Parties”) after the Closing from and against any Losses arising out of or resulting from:

(a)                                 the untruth, inaccuracy or incompleteness of any representation or warranty of Textura or the Company contained in this Agreement (or in any document, writing or certificate delivered by Textura or the Company under this Agreement)(each a “Seller Warranty Claim”); and

(b)                                 the failure by Textura or the Company to perform any of its covenants or obligations under this Agreement (or in any document, writing, certificate, data or financial statements delivered by Textura or the Company under this Agreement);

(c)                                  any and all Taxes relating to or arising out of the Business on or after the Closing Date, except for any Pre-Closing Taxes.

8.3                               Procedure for Indemnification.  If any Person shall claim indemnification (the “Indemnified Party”) hereunder for any claim other than a third party claim, the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the “Indemnifying Party”) of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. Provided that the Indemnifying Party acknowledges in writing its indemnification obligations pursuant to this Article VIII with respect to the claims in such Third-Party Notice, the Indemnifying Party may defend and, if appropriate, settle at its own cost and through counsel of its own choosing, any claim or demand set forth in a Third-Party Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the Third-Party Notice) notify the Indemnified Party in writing of its intention to do so and shall give the Indemnified Party such security in that regard as the Indemnified Party reasonably may request. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party

48

shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party in connection with such defense, but the Indemnified Party may participate in such defense at its own expense. No settlement of a third party claim or demand defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnifying Party shall not, except with written consent of the Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such third party claim or demand.

8.4                               Survival; Limitations on Indemnity.

(a)                                 The indemnities contained in this Article VIII with respect to Seller Warranty Claims and Purchaser Warranty Claims shall expire twenty-four (24) months following the Closing Date, except with respect to claims (i) under Section 3.12 (Taxes) and 5.13 (Taxes), as to which the indemnification obligations shall survive until thirty (30) days after the expiration of any applicable statute of limitations (including any extensions or waivers or tolling thereof); (ii) under Sections 3.3 (Capitalization), 4.4 (Capitalization) and 5.5 (Capitalization), as to which the indemnification obligations shall survive indefinitely and shall have no expiration date; and (iii) under Sections 3.1 (Organization and Qualification), 3.4 (Authority), 3.12 (Title to Assets, Condition; Sufficiency), 3.16 (Environmental, Health and Safety Matters), 3.20 (Employee Benefits), 3.21 (Intellectual Property), 3.26 (Representations and Warranties of Members), 4.1 (Organization and Qualification), 4.2 (Authority), 5.1 (Organization and Qualification), 5.2 (Authority), 5.8 (Intellectual Property), 5.10 (Environmental, Health and Safety Matters), and 5.16 (Employee Benefits) as to which the indemnification obligations shall survive until the third (3rd) anniversary of the Closing Date, and except with respect to claims involving fraud, gross negligence or intentional misconduct, as to which there shall be no expiration date; provided, that if at the stated expiration of any indemnification obligation there shall then be pending any indemnification claim by a Person, such Person shall continue to have the right to such indemnification with respect to such claim notwithstanding such expiration.

(b)                                 Except with respect to claims involving fraud, gross negligence or intentional misconduct, Sellers’ maximum aggregate liability to the Purchaser Indemnified Parties for indemnification of Purchaser Warranty Claims pursuant to Section 8.1(a) shall not exceed the lesser of (i) the Fair Market Value of the Class A Preferred Units comprising the Escrow Amount or (ii) four million four hundred thousand dollars ($4,400,000).

(c)                                  Except with respect to claims involving fraud, gross negligence or intentional misconduct, Textura’s and the Company’s maximum aggregate liability to the Seller Indemnified Parties for indemnification of Seller Warranty Claims pursuant to Section 8.2(a) shall not exceed two million two hundred dollars ($2,200,000).

(d)                                 The Purchaser Indemnified Parties shall not be entitled to indemnification for a Purchaser Warranty Claim pursuant to Section 8.1(a) unless and until the aggregate Losses suffered by all Purchaser Indemnified Parties exceeds $100,000, whereupon the Purchaser Indemnified Parties shall be entitled to indemnification hereunder from the Members for all Losses suffered by Purchaser Indemnified Parties regardless of such threshold amount.

49

(e)                                  The Seller Indemnified Parties shall not be entitled to indemnification for a Seller Warranty Claim pursuant to Section 8.2(a) unless and until the aggregate Losses suffered by the Seller Indemnified Parties exceed $100,000, whereupon the Seller Indemnified Parties shall be entitled to indemnification hereunder from Textura and the Company for all Losses suffered by the Seller Indemnified Parties regardless of such threshold amount.

(f)                                   Except with respect to claims involving fraud, gross negligence or intentional misconduct, or to claims for equitable relief, the sole and exclusive remedy of the parties hereto with respect to all Purchaser Warranty Claims and Seller Warranty Claims Claims shall be the indemnification provisions set forth in this Article VIII. The indemnification provided in this Article VIII shall not otherwise limit any liability of Sellers, Textura or the Company which may arise by statute or common law with respect to claims involving fraud, gross negligence or intentional misconduct.

8.5                               Release of Escrow Amount.

(a)                                 The Escrow Amount shall be reduced to fifteen percent (15%) of the Preferred Unit Consideration plus amounts being held pending resolution of unresolved indemnification claims upon the earlier of (i) the resolution of the intellectual property litigation disclosed on Schedule 3.15, and (ii) the two year anniversary of the Closing Date. The Escrow Amount shall be further reduced to zero (0) plus amounts being held pending resolution of unresolved indemnification claims upon the last to occur of the events specified in clauses (i) and (ii).

(b)                                 Upon the release of the Escrow Amount, the Company shall distribute the Class A Preferred Units comprising the Escrow Amount, as adjusted in accordance with Section 8.5(a) and Section 8.6, to the Members in accordance with each Member’s Pro Rata Percentage.

8.6                               Payment.

(a)                                 Except for third-party claims for which a Third Party Notice has been acknowledged pursuant to Section 8.3 above and which is being defended in good faith by the Indemnifying Party in accordance with Section 8.3, if any Indemnified Party seeks to make any claim or demand for indemnification under this Article VIII (a “Claim”), the Indemnified Party shall promptly give written notice to the Indemnifying Party specifying in reasonable detail the nature and dollar amount of the claim (the “Claim Notice”). If the Indemnifying Party gives notice to the Indemnified Party disputing any such Claim (a “Counter Notice”) within thirty (30) days following receipt by the Indemnifying Party of the Claim Notice regarding such Claim, such Claim shall be resolved as provided below in paragraph (b) of this Section 8.6. If no Counter Notice is received by the Indemnified Party within such thirty (30) day period, then the dollar amount of damages claimed by the Indemnified Party as set forth in its Claim Notice shall be deemed established for purposes of this Section 8.6 and, at the end of such thirty (30) day period, the Indemnifying Party shall be deemed to have instructed the Company to satisfy the Indemnifying Party’s obligation for the Claim described in the Claim Notice as follows within fifteen (15) days after expiration of the thirty (30) day period for delivery of the Counter Notice: (i) in the case of the Sellers’ and Members’ indemnification obligations pursuant to Section 8.1, to cancel the number of Class A Preferred Units comprising the Escrow Amount equal to (A) the

50

amount of the indemnification claim, over (B) the Fair Market Value per Class A Preferred Unit (the “Unit Indemnification Value”); and (ii) in the case of Textura’s and the Company’s indemnification obligations pursuant to Section 8.2, to promptly pay the amount of the indemnification claim in cash to the Members pro rata in accordance with each Member’s Pro Rata Percentage.

(b)                                 If a Counter Notice is given by an Indemnifying Party to the Indemnified Party with respect to a Claim within the time period provided by paragraph (a) of this Section 8.6, the Company shall not take any action to cancel any Class A Preferred Units in satisfaction of any Claim unless and until one of the following is received by the Company: (i) a written agreement signed by the Indemnified Party and the Indemnifying Party authorizing the satisfaction of the Claim described in the applicable Claim Notice (but only to the extent agreed to in such written agreement), or (ii) a final non-appealable order of a court of competent jurisdiction stating that the Indemnified Party is entitled to indemnification for the Claim described in the applicable Claim Notice (but only to the extent set forth in such order). Satisfaction of any indemnification obligations authorized under this Section 8.6(b) shall be made in the manner set forth in Section 8.6(a) above.

8.7                               Adjustments to Purchase Price.  All indemnity payments under this Agreement shall be treated as adjustments to the Purchase Price.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1                               Public Announcements.  Textura is authorized to publish a press release, publicly announce and otherwise communicate with news media concerning this Agreement and the transactions contemplated hereby. SE is authorized to publish a press release, publicly announce and otherwise communicate with news media concerning this Agreement and the transactions contemplated hereby, provided that any such press release, announcement or communication by SE shall be subject to the prior written consent of Textura, which consent shall not be unreasonably withheld.

9.2                               Post-Closing Deliveries.  After the Closing, any monies, checks, instruments, invoices, bills, receipts, notices, mail and other communications received by one party but directed toward or due to another shall be promptly delivered to the other party.

9.3                               Notices.  All notices or other communications required or permitted by this Agreement or the other Transaction Documents shall be in writing and shall be deemed to have been duly received (a) if given by telecopier, when transmitted and the appropriate telephonic confirmation is received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission, (b) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mail and (c) if given by courier or other means, when received or personally delivered, and, in any such case, addressed as follows:

51

or to such other addresses as may be specified by any such Person to the other Person pursuant to notice given by such Person in accordance with the provisions of this Section 9.3.

52

9.4                               Assignment.  The respective rights and obligations of the parties hereto shall not be assignable without the prior written consent of the other party; provided, however, that Textura may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement or to one or more Persons, the majority of the capital stock or equity interest of which are owned, directly or indirectly, by Textura or any Affiliate thereof; in which event all the rights and powers of Textura and the remedies available to it under this Agreement shall extend to and be enforceable by each such assignee. In the event of any such assignment and delegation referred to in the proviso above, the term “Textura” as used in this Agreement shall be deemed to refer to each such assignee of Textura where reference is made to actions taken or to be taken with respect to the acquisition of the Business, and shall be deemed to include both Textura and each such assignee where appropriate, notwithstanding the foregoing, at all times the Class A Preferred Units shall convert into equity securities of the same Textura Affiliate in which Textura’s current equity owners hold a direct interest.

9.5                               Benefit of the Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, the Seller Indemnified Parties and Purchaser Indemnified Parties and their respective successors, permitted assigns, heirs and executors. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties hereto, the Seller Indemnified Parties, the Purchaser Indemnified Parties, and their respective successors, permitted assigns, heirs and executors.

9.6                               Exhibits and Schedules.  The Exhibits and Schedules hereto shall be construed with and as an integral part of this Agreement to the same effect as if the contents thereof had been set forth verbatim herein. No disclosure set forth in one Schedule shall be deemed to constitute a disclosure for the purposes of any other Schedule unless expressly so stated.

9.7                               Headings; Table of Contents.  The headings and table of contents used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

9.8                               Entire Agreement.  This Agreement and the other Transaction Documents contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and no other representations, promises, agreements or understandings regarding the subject matter hereof shall be of any force or effect unless in writing, executed by the party to be bound thereby and dated on or after the date hereof.

9.9                               Modifications and Waivers.  No amendment, supplement, change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the date hereof and signed by Sellers, Textura and the Company. No waiver of any breach, term or condition of this Agreement by any party shall constitute a subsequent waiver of the same or any other breach, term or condition.

9.10                        Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

53

9.11                        Severability.  If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purposes, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.

9.12                        Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to such state’s principles of conflicts of law. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Federal courts of the United States of America located within the State of Illinois, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person with respect to this Agreement of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 9.3, or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

9.13                        Expenses.   Except as otherwise expressly provided herein, each party hereto shall pay all of its own fees, costs and expenses incurred or to be incurred in negotiating and preparing this Agreement and the other Transaction Documents and in closing and carrying out the transactions contemplated by this Agreement and the other Transaction Documents.

9.14                        No Joint Venture.  Nothing contained in this Agreement or any other Transaction Document will be deemed or construed as creating a joint venture or partnership between the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other party. No party will have the power to control the activities and operations of the other, and their status is, and at all times will continue to be, that of independent contractors with respect to each other. Except as provided herein, no party will have any power or authority to bind or commit the other party. No party will hold itself out as having any authority or relationship in contravention of this Section 9.14.

9.15                        WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

54

9.16                        Specific Performance.  Each party acknowledges and agrees that the other party would be damaged irreparably in the event any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that each party shall be entitled to equitable remedies, including injunctive relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically this Agreement, in addition to any other remedy to which such party may be entitled, at law or in equity.

9.17                        Unit Power.

(a)                                 Each Member hereby irrevocably constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇▇ as his, her or its attorney to transfer all of such Member’s SE Units registered on the books and records of SE, with full power of substitution in the premises, for the purpose of consummating the assignment, transfer, sale and conveyance of SE Units to the Company and the other transactions contemplated by this Agreement.

(b)                                 Each Member hereby irrevocably constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇▇ as his, her or its attorney to transfer all of such Member’s Class A Preferred Units comprising the Escrow Amount as reflected on Schedule A and registered on the books and records of the Company as of the Closing, with full power of substitution in the premises, for the purpose of assigning, transferring, and conveying such Class A Preferred Units comprising the Escrow Amount to the Company for the purpose of complying with Sections 8.5 and 8.6.

[Signature page follows]

55

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Signature Page to Contribution Agreement

[COUNTERPART SIGNATURE PAGE TO THAT CERTAIN CONTRIBUTION AGREEMENT BY AND AMONG SUBMITTAL EXCHANGE HOLDINGS, LLC AND ITS MEMBERS, TEXTURA CORPORATION AND SUBMITALL EXCHANGE, LLC]

SCHEDULE A

Exhibit A

EXECUTION VERSION

SUBMITTAL EXCHANGE HOLDINGS, LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

November 7, 2011

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.  SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM.

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THIS AGREEMENT AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH UNITS UNTIL SUCH RESTRICTIONS HAVE BEEN SATISFIED WITH RESPECT TO ANY TRANSFER.  A COPY OF SUCH RESTRICTIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)