Common use of Deliveries at Closing Clause in Contracts

Deliveries at Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following: (i) the Certificate of Merger, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Ardagh shall deliver or cause to be delivered to Purchaser the followingGHV: (i) a counterpart (or counterparts) to each of the Related Agreements to be entered into by AMPSA, Ardagh or any of their respective Subsidiaries, duly executed by AMPSA, Ardagh and their respective Subsidiaries, as applicable; (ii) evidence of the consummation of the Debt Financing, together with copies of documentation executed by the lenders or other creditors (or their duly authorized agent or representative, on their behalf) of the Ardagh Existing Indebtedness, evidencing (A) the release of all guarantees of the Ardagh Existing Indebtedness by the AMP Entities and the termination of all other obligations and liabilities of the AMP Entities in respect thereof and (B) the release of all liens, Encumbrances and other security interests granted by the AMP Entities, or otherwise on the assets of the AMP Entities or the AMP Business, securing the Ardagh Existing Indebtedness or guarantees or other obligations or liabilities with respect thereto, in each case, in form and substance reasonably acceptable to GHV; (iii) a copy of the amended articles of association of AMPSA in the form attached as Exhibit G; and (iv) such other documents or certificates as shall be reasonably determined by GHV and its counsel to be required in order to consummate the Transactions. (b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, GHV shall deliver to Ardagh: (i) a counterpart (or counterparts) to each of the Related Agreements to be entered into by GHV or the Sponsor, duly executed by GHV and the Sponsor, as applicable; (ii) a copy of the Certificate of Merger, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any LienGHV; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness resignations of the Company has been paid in full directors and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness officers of Seller and any officerGHV, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full);effective as of, and conditioned upon, the Closing; and (iv) a non-foreign person affidavit of Seller such other documents or certificates as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force reasonably determined by Ardagh and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services its counsel to be One Dollar ($1.00) per month, required in order to consummate the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the ClosingTransactions. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, subject to Section 2.03(a): (a) Seller Representative shall deliver to Buyer a non-foreign affidavit in the form attached hereto as Exhibit B, duly executed by each Seller; (b) each Seller shall deliver or cause to be delivered Buyer the Fourth Amended and Restated Target Operating Agreement, in the form attached hereto as Exhibit C, duly executed by such Seller, which shall evidence the transfer of the Transferred Interests to Purchaser the following:Buyer; (ic) Seller Representative shall execute and deliver to Buyer a certificate, dated as of the Closing Date, certifying that the conditions set forth in Sections 8.01(a) and 8.01(b) have been satisfied; (d) Seller Representative shall provide to Buyer a Certificate of MergerGood Standing from the Secretary of State of the State of Oklahoma and the Secretary of State of the State of North Dakota as to the legal existence and good standing of Target, dated within five Business Days of the Closing Date; (e) Seller Representative shall deliver to Buyer copies of releases and terminations in form reasonably satisfactory to Buyer of all Liens (other than Permitted Liens) burdening the Transferred Interests or Properties (or any portion thereof), in each case, duly executed by the Companyappropriate Persons; (iif) certificate(s) representing the Shares owned by Seller Representative, on behalf of each Seller, free shall execute and clear deliver to Buyer an assignment of any LienTransferred Interests in the form attached hereto at Exhibit E (the “Assignment”), effectuating the transfer of the Transferred Interests to Buyer; (iiig) evidence, in form and substance reasonably acceptable Seller Representative shall deliver a certificate to Purchaser, Buyer certifying that (A) all Indebtedness the powers of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of attorney executed by each Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are continue to be paid in full)valid and enforceable and grant Seller Representative, on behalf of each such Seller, the power and authority to enter into and consummate the transactions contemplated by this Agreement and the Transaction Documents on the terms contained herein and therein; (ivh) Buyer shall execute and deliver to Seller Representative a non-foreign person affidavit certificate executed by a duly authorized officer of Seller Buyer, dated as required by Section 1445 of the CodeClosing Date, substantially certifying that the conditions set forth in Sections 8.02(a) and 8.02(b) have been fulfilled; (i) Buyer shall execute and deliver to Seller Representative the Fourth Amended and Restated Target Operating Agreement, in the forms form attached hereto as Exhibit C; (vj) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”)Buyer shall deliver to Seller Representative a certificate, duly executed by Selleran officer of Buyer and dated as of the Closing Date (i) attaching and certifying on behalf of Buyer complete and correct copies of (A) the resolutions or unanimous consent of the managers (or other applicable Persons) of Buyer authorizing the execution, which delivery, and performance by Buyer of this Agreement and the Transactions contemplated hereby, and (B) any required approval by the members of Buyer of this Agreement and the Transactions contemplated hereby and (ii) certifying on behalf of Buyer the incumbency of each officer of Buyer executing this Agreement or any Transaction Document; (k) Buyer shall be in full force provide to Seller Representative a Certificate of Good Standing from the Secretary of State of the State of its formation as to the legal existence and effect as good standing of Buyer, dated within three Business Days of the Closing Date; (vil) an agreement among PurchaserBuyer shall execute and deliver to Seller Representative the Assignment; (m) Buyer shall deliver to Manager, to the account designated in the Closing Date Statement, the Closing Purchase Price as determined pursuant to Sections 2.04 and 2.05, less the Deposit; (n) Seller Representative and Company which provides for Buyer shall execute and deliver to Manager a joint written instruction, in a mutually agreeable form, directing the private label manufacturing of Fiberguard® family of products by Manager to distribute to the Deposit to Sellers in accordance with the Target Operating Agreement; (o) Buyer shall execute and deliver to Seller for Company Representative the Seller Note; (p) Buyer shall execute and Purchaser, deliver to Seller Representative a mortgage instrument in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as set forth on Exhibit F (the “SMP to PLP Supply AgreementMortgage”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G UCC financing statement (the “PLP Transition Services AgreementUCC Financing Statement”), in recordable form covering the Properties, securing the Seller Note, which mortgage lien and security interest shall constitute a senior secured security interest against Buyer’s interest the Properties; and (ixq) employment agreementseach Party shall deliver to the other Parties all such other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement and the Transactions contemplated hereunder, in form and substance acceptable to Purchasereach case, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closingrequested. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At To effect the transactions contemplated hereby, the Selling Parties shall, at the Closing, Seller shall deliver to Buyer, or cause to be delivered to Purchaser the following:Buyer (unless previously delivered): (i) (x) an instrument of assignment and assumption in substantially the Certificate form attached hereto as Exhibit A-1 conveying to Azur Inc. the owned tangible personal property included in the Inc. Purchased Assets and assumption by Azur Inc. of Mergerthe Inc. Assumed Liabilities (the “Inc Assignment and Assumption Agreement”), and (y) an instrument of assignment and assumption in substantially the form attached hereto as Exhibit A-2 conveying to Azur Limited the owned tangible personal property included in the Limited Purchased Assets and assumption by Azur Limited of the Limited Assumed Liabilities (the “Limited Assignment and Assumption Agreement”), each duly executed by the Selling Parties (collectively, the “Assignment and Assumption Agreements”); (ii) subject to Section 3.3 hereof, (x) an assignment and assumption document in substantially the form attached hereto as Exhibit B-1 assigning the Inc. Business Contracts to Azur Inc. (the “Inc Assignment of Contracts”), and (y) an assignment and assumption document in substantially the form attached hereto as Exhibit B-2 assigning the Limited Business Contracts to Azur Limited (the “Limited Assignment of Contracts”, duly executed by the Company; Selling Parties (ii) certificate(s) representing collectively, the Shares owned by Seller, free and clear “Assignments of any LienContracts”); (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness an assignment of the Company has been paid Intellectual Property in full and all Liens except Permitted Liens in connection therewith have been terminated and substantially the form attached hereto as Exhibit C (B) all Indebtedness the “Assignment of Seller and any officerOwned Intellectual Property”), director, or Affiliate of Seller or Company for borrowed money owed duly executed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Selling Parties; (iv) a non-foreign person affidavit an assignment and assumption of Seller as required by Section 1445 of the Code, lease in substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow AgreementLease Assignment”), duly executed by Seller; (v) counterparts to any other Ancillary Agreements, which shall be in full force and effect duly executed by Parent or Seller or other Person, as of the Closing Dateapplicable; (vi) an agreement among Purchaser, a certificate from each of Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and PurchaserParent, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective dated as of the Closing Date, stating that such Person is not a “foreign person” within the meaning of each officer and director Section 1445(b)(2) of the Company;Code; and (xivii) evidence, in form the certificates and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser required to be delivered at Closing as described in Article VIII, duly executed by Seller to Purchaser at the ClosingSelling Parties, as applicable. (b) At To effect the transactions contemplated hereby, Buyer shall, at the Closing, Purchaser shall deliver to the following:Selling Parties, or cause to be delivered to the Selling Parties (unless previously delivered): (i) an amount in cash equal to the Closing Date Payment Inc. Up-Front Cash Purchase Price, payable by Azur Inc., and an amount in cash equal to Seller the Limited Up-Front Cash Purchase Price payable by Azur Limited, each by wire transfer of immediately available funds, funds to an account or accounts designated in writing by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateParent; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior counterpart to the Closing DateInc Assignment and Assumption Agreement, duly executed by Azur Inc., and a counterpart to the Limited Assignment and Assumption, duly executed by Azur Limited; (iii) the Escrow Amount a counterpart to the Escrow Agent on behalf Inc Assignment of SellerContracts, duly executed by Azur Inc., and a counterpart to the Limited Assignment of Contracts, duly executed by Azur Limited; (iv) a counterpart to the Escrow AgreementAssignment of Owned Intellectual Property, duly executed by PurchaserAzur Limited; (v) a counterpart to the Assignment and Assumption of Lease duly executed by Azur Inc.; (vi) counterparts to any other Ancillary Agreements, which shall be in full force and effect as of the Closing Dateduly executed by Buyer; and (vvii) all the certificates and other documents and instruments reasonably requested by Seller required to be delivered by Purchaser to Seller at the ClosingClosing as described in Article VII, duly executed by Buyer. (c) To the extent that a form of any document to be delivered hereunder is not attached as an Exhibit hereto, such documents shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the parties.

Deliveries at Closing. (a) At the Closing, Seller the following items shall be delivered by the parties (unless otherwise agreed to by the parties): (a) Buyer shall deliver or cause to be delivered to Purchaser the followingCompany and ENBW: (i) the Certificate of Merger, duly executed by the CompanyClosing Cash Payments; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lienofficer’s certificate described in Section 12.3(c); (iii) evidencethe secretary’s certificate described in Section 12.3(d); and (iv) a certificate, validly executed by the Secretary of Buyer Parent for and on its behalf certifying as to the valid adoption of resolutions of its Board of Directors approving this Agreement and the consummation of the transactions contemplated hereby; provided that such certificate is not required to be delivered by Buyer Parent if the Closing occurs more than ten (10) business days following the date hereof. (b) The Company, the LLC and the Asset Sellers shall deliver to Buyer: (i) evidence of the filing of amended articles of organization of the LLC in the form attached hereto on Exhibit D with the Secretary of State of the State of North Carolina; (ii) at their sole cost, in the manner and form, and to the locations, reasonably specified by Buyer, all of the Acquired Assets other than the Transferred Technology; (iii) duly executed by the appropriate Asset Sellers (i) General Assignments and Bills of Sale substantially in the form of Exhibit E hereto (the “General Assignment”), (ii) assignments of the Transferred Intellectual Property Rights from the Asset Sellers or their Affiliates, as applicable, to Buyer or one of its domestic subsidiaries or Affiliates as designated by Buyer in substantially in the forms of Exhibit J hereto, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to PurchaserBuyer’s and the Asset Sellers’ counsel, that as shall be effective to vest in Buyer good and valid title in and to the Acquired Assets (Athe General Assignments and the other instruments referred to in clauses (i), (ii) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (Biii) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by above being collectively referred to herein as the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full“Assignment Agreements”); (iv) a non-foreign person affidavit copies of Seller as required by Section 1445 all of the CodeTransferred Contracts and for each such Transferred Contract for which a consent is required for transfer or assignment, substantially the Asset Sellers shall deliver to Buyer a written consent in form satisfactory to Buyer, signed by the forms attached hereto as Exhibit Cparty or parties (other than an Asset Seller) to such Transferred Contract pursuant to which such party or parties thereto (x) consent, to the transfer and assignment of such Transferred Contract to Buyer and (y) confirms that Buyer shall have all rights that the Asset Sellers had under such Transferred Contract following the Closing; (v) an escrow agreementduly executed consents identified on Schedule 12.2(e), substantially in each case, in form and substance reasonably satisfactory to Buyer; (vi) evidence of termination of the Contracts listed on Schedule 12.2(f); (vii) evidence of release of the Liens listed on Schedule 11.9; (viii) original copies of the License Agreements marked “terminated”; (ix) the certificates of existence of counsel to the Asset Sellers, E&EC and the Company referred to in Section 12.2(q); (x) the legal opinions of counsels to the LLC referred to in Section 12.2(r); (xi) one copy of invention disclosures, prosecution files and materials related to Patents included in the Transferred Intellectual Property Rights; (xii) one copy of all Transferred Technology to be delivered at Closing as provided by Schedule 2.1(b); (xiii) unless Buyer provides written notice to the LLC, evidence that the Employee Plan(s) (including any related insurance policies but excluding any Employment Agreements not specifically required to be terminated pursuant to this Agreement) have been terminated (effective as of the day immediately preceding the Closing Date) in accordance with Section 11.10. (xiv) the officers’ certificates described in Section 12.2(o); (xv) the additional officer’s certificate described in Section 12.2(p); and (xvi) a duly executed estoppel certificate in the form attached hereto as Exhibit D (H from the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides landlord for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Leased Real Property in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s AlbemarleCharlotte, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, Seller shall the Shareholders will deliver or cause to be delivered to Purchaser the followingUBL, as applicable, the following documents: (i) the Certificate of Merger, duly executed by the Company; Contingent (iiTax) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, Loan Agreement in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow "Loan Agreement”"), duly executed by Seller, which shall be in full force and effect as of the Closing DateBlum; (viii) an agreement among Purchaser, Seller the Employment Agreement to be entered into by and Company which provides for between the private label manufacturing of Fiberguard® family of products by Seller for Company Corporation and Purchaser, in Scot▇ ▇▇▇▇ ▇▇ substantially the form attached hereto as Exhibit E (the “PLP to OCC Supply "Blum ▇▇▇loyment Agreement”"), duly executed by Blum; (viiiii) an agreement among the Company Employment Agreement to be entered into by and Seller which provides for between the continued purchase from Company by, Corporation and sale of datacom products by, the Seller’s Brazilian subsidiary, in Robe▇▇ ▇▇▇▇▇ ▇▇ substantially the form attached hereto as Exhibit F (the “SMP to PLP Supply "Sche▇ ▇▇▇loyment Agreement”"), duly executed by Robe▇▇ ▇▇▇▇▇; (viiiiv) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services Third Amendment to the Company, for a period Operating Agreement of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, UBL in substantially the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”"Third Amendment"); and, duly executed by Blum; (v) an executed copy of the Amendment to the Amended and Restated Articles of Incorporation of the Corporation in substantially the form attached hereto as Exhibit H, certified as filed as of the date of this Agreement by the Secretary of State of the State of Washington (the "Amended Articles"); (vi) certificates representing the Shares, duly endorsed for transfer, or with appropriate stock powers attached and properly signed, and other good and sufficient instruments of transfer reasonably satisfactory in form and substance to the UBL as shall be effective to vest in the UBL all of the Shareholders' right, title and interest in and to such Shares, free and clear of all claims, liens, security interests, restrictions, pledges and encumbrances of any kind; (vii) certificates of good standing (with tax) showing that the Corporation is organized and in good standing in its jurisdiction of organization; (viii) copies of the organizational documents of the Corporation certified by the Secretary of State of the State of Washington (and including the Amended Articles); (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly a certificate or certificates executed by the employees Shareholders, certifying that the representations and warranties of the Company listed such individuals are true and correct in all respects on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date, that all covenants, agreements and conditions contained in this Agreement to be performed or complied with by each on or before the Closing Date shall have been so performed or complied with, certifying the organizational documents of the Corporation specified in (viii) above, and further certifying the names and signatures of such individuals authorized to sign this Agreement and such certificate and the Ancillary Agreements; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as copies of the Closing Daterelease of claims statements (in each case with executed receipts), of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow AgreementI, duly executed by Purchasereach of Dave ▇▇▇▇▇, which shall be in full force and effect as of the Closing Date▇▇ro▇▇ ▇▇▇▇▇, ▇▇ex ▇▇▇▇▇, ▇▇ll▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇▇▇▇▇; and▇▇d (vxi) all other documents and instruments reasonably requested by Seller executed copies of receipts evidencing each of such Shareholder's receipt from the UBL of that amount of cash set forth next to be delivered by Purchaser to Seller at such Shareholder's name on the Closingsignature page hereto.

Deliveries at Closing. (a) 5.1 Items to be Delivered by E-biz. At the Closing, Seller shall E-biz will deliver or cause to be delivered to Purchaser WorkPlace Compliance and Shareholders the following: (ia) the Certificate Minutes of Merger, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness a meeting of the Company has been paid Board of Directors of E-biz authorizing the issuance of certificates totaling 5,832,709 E-biz Shares registered in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 names of the Code, substantially in the forms attached hereto Shareholders as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed shown on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing"A". (b) A certificate executed by a duly authorized officer of E-biz certifying that: (i) The representations and warranties in Section 4 hereof are true and correct in all material respects as of the Closing; and (ii) That the person signing this Agreement on behalf of E-biz is authorized to sign this Agreement and the other documents to be delivered hereunder on behalf of E-biz. (c) True and complete copies of the resolutions duly and validly adopted by the Board of Directors of E-biz evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (d) Stock certificates covering the E-biz Shares to be delivered to Shareholders pursuant to this Agreement. 5.2 Items to be Delivered by WPCI and Shareholders. At the Closing, Purchaser shall WPCI and Shareholders will deliver or cause to be delivered to E-biz the following: (a) Stock certificates representing all 5,832,709 of the issued and outstanding WPCI Shares endorsed in blank or accompanied by appropriate stock powers; (b) Certificates executed by duly authorized officers of WPCI certifying that: (i) The representations and warranties of WPCI in Section 3 hereof are true and correct in all material respects as of the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date;Closing; and (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent The person signing this Agreement on behalf of Seller; (iv) WPCI are authorized to sign this Agreement and the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered hereunder on behalf of WPCI. (c) True and complete copies of the resolutions duly and validly adopted by Purchaser to Seller at the ClosingBoard of Directors of WPCI evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Deliveries at Closing. (a) At the ClosingDELIVERIES MADE BY ENTREPORT, Seller EP SUB, ISUCCEED, AND ▇▇▇▇▇▇▇▇▇▇.▇▇▇ TO M-FLEX, THE SECRETARY OF M-FLEX, OR THE M-FLEX SHAREHOLDERS. EntrePort, EP Sub, iSucceed, and ▇▇▇▇▇▇▇▇▇.▇▇▇ shall deliver to the Secretary of M-Flex for the benefit of M-Flex or cause to be delivered to Purchaser the M-Flex Shareholders, as appropriate, the following: (i) EntrePort shall deliver the Certificate Merger Consideration, in each case in the amounts set forth next to the name of Merger, duly executed by the Company;each M-Flex Shareholder on SCHEDULE 2.4 attached hereto. (ii) certificate(s) representing ENTREPORT, EP SUB, ISUCCEED, AND ▇▇▇▇▇▇▇▇▇▇.▇▇▇ CERTIFICATES. Each of EntrePort, EP Sub, iSucceed, and ▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall furnish M-Flex and the Shares owned M-Flex Shareholders with such certificates of their respective officers and others to evidence compliance with the conditions set forth in this Agreement as may be reasonably requested by SellerM-Flex and the M-Flex Shareholders, free and clear of any Lien;which shall include, but not be limited to: (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed A certificate executed by the Company has been paid in full; provided the occurrence Secretary or an Assistant Secretary of Closing shall constitute a waiver each of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the CodeEntrePort, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreementEP Sub, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”)iSucceed, duly executed by Seller, which shall be in full force and effect ▇▇▇▇▇▇▇▇▇▇.▇▇▇ certifying as of the Closing Date; Date (viI) an agreement among Purchasera true and complete copy of the Organizational Documents of EntrePort, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and PurchaserEP Sub, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company byiSucceed, and sale ▇▇▇▇▇▇▇▇▇▇.▇▇▇, as the case may be, certified as of datacom products bya recent date by the Secretary of State of Delaware, California, Delaware, or Minnesota, as the Seller’s Brazilian subsidiarycase may be, in (II) a true and complete copy of the form attached hereto resolutions of the board of directors of each of EntrePort, EP Sub, iSucceed, and ▇▇▇▇▇▇▇▇▇▇.▇▇▇ authorizing the execution, delivery, and performance of this Agreement by EntrePort, EP Sub, iSucceed, and ▇▇▇▇▇▇▇▇▇▇.▇▇▇, as Exhibit F the case may be, and the consummation of the transactions contemplated hereby and (the “SMP to PLP Supply Agreement”); (viiiIII) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”)incumbency matters; and (ixB) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees A certificate of the Company listed on Exhibit H attached heretoappropriate Secretary of State certifying the good standing of EntrePort, respectively (the “Employment Agreements”)EP Sub, each iSucceed, and ▇▇▇▇▇▇▇▇▇▇.▇▇▇ in their respective States of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents incorporation and all necessary Consents of any Governmental Authority have been obtained states in which EntrePort, EP Sub, iSucceed, or made; (xii) a legal opinion by Seller’s counsel in ▇▇▇▇▇▇▇▇▇▇.▇▇▇, as the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser case may be, is qualified to be delivered by Seller to Purchaser at the Closingdo business. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, Seller shall Sellers will deliver to Buyer or cause to be delivered to Purchaser its local Affiliates or representatives, as mutually agreed upon, the followingfollowing duly executed documents and other items: (i) a ▇▇▇▇ of sale and other transfer documents substantially in the Certificate forms of Merger, duly executed by Exhibit A hereto (the Company“Bills of Sale”); (ii) certificate(s) representing an assignment and assumption agreement substantially in the Shares owned by Seller, free form of Exhibit B hereto (the “Assignment and clear of any LienAssumption Agreement”); (iii) evidencea master transitional services agreement substantially in the form of Exhibit C hereto, with exhibits thereto in form and substance reasonably acceptable satisfactory to Purchaser, that the Parties based upon the term sheets attached to Exhibit C (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full“Master Transitional Services Agreement”); (iv) a non-foreign person affidavit instruments of Seller as required by Section 1445 of the Code, assignment substantially in the forms attached of Exhibit D hereto as Exhibit Cfor each Patent and ▇▇▇▇ (collectively, the “Intellectual Property Assignments”); (v) an escrow agreement, limited warranty deed substantially in the form attached of Exhibit E hereto as Exhibit D (the “Escrow AgreementXenia Deed”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an a projector supply agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, substantially in the form attached of Exhibit F hereto as Exhibit E (the “PLP to OCC Projector Supply Agreement”), and a networking supply agreement substantially in ATI-2587197v29 23 the form of Exhibit K hereto (the “Networking Supply Agreement”) and the other Supply Agreements; (vii) an a license agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, substantially in the form attached of Exhibit H hereto as Exhibit F (the “SMP to PLP Supply IPR Agreement”); (viii) a lease in respect of the Duluth Site based upon the term sheet attached as Exhibit I hereto in form and substance satisfactory to the Parties (the “Duluth Lease”); (ix) a lease in respect of the Kortrijk Site based upon the term sheet attached as Exhibit J hereto in form and substance satisfactory to the Parties (the “Kortrijk Lease”); (x) a sub-lease in respect of the Kuurne Site based upon the term sheet attached as Exhibit K hereto in form and substance satisfactory to the Parties (the “Kuurne Sub-Lease”); (xi) an agreement among Purchaser officer’s certificate to the effect that each of the conditions specified in Section 7.1(a) and Seller which provides Section 7.1(b) is satisfied; (xii) a FIRPTA affidavit or affidavits in form and substance satisfactory to Buyer; (xiii) an acknowledgment of the receipt of the Initial Purchase Price; (xiv) the Local Transfer Agreements and all other documents or items as may be required to be delivered on the Closing Date pursuant to the Local Transfer Agreements in order to complete the transactions contemplated by such Local Transfer Agreements; (xv) the share transfer form (ordre de mouvement) recording the transfer of French Equity to Buyer, duly signed by Barco NV; (xvi) two original copies of the tax form “Cerfa” no 2759, duly signed by Barco NV, to be filed with the Taxing Authority by Buyer with respect to the sale and purchase of the French Equity (“French Tax Transfer Form”); (xvii) the share transfer register of the French Subsidiary (comprising the registre des mouvements de titres and the comptes individuels d’actionnaires) evidencing Buyer as new owner of the French Equity, free and clear of any pledge (nantissement) and other restrictive rights, and updated in respect of the sale and purchase of the French Equity; (xviii) the corporate books of the French Subsidiary comprising the minutes of the decisions of the corporate bodies of the French Subsidiary and the attendance sheets; (xix) the duly signed resignation, effective immediately after the Closing, of the Chairman (Président) of the French Subsidiary and a written confirmation from the ATI-2587197v29 24 Chairman that he has no claims against the French Subsidiary for Seller compensation, loss of office or otherwise; (xx) an extract of the minutes of the meeting of the workers council (Comité d'Entreprise) giving its opinion with respect to allow the Company transfer of the French Equity, in accordance with applicable laws and regulations; (xxi) written confirmation of the Chairman (Président) of the French Subsidiary of the expiration of the period offered to continue operations the employees to make their offer pursuant to the New French Law (as defined in the same Offer Letter) cleared of any employee offer and confirming that all the French Subsidiary’s employees have been duly notified pursuant to the New French Law; (xxii) an original of the certificate of non-bankrupcy (certificate de non faillite) and current statement of liens and pledges (état des privilèges et nantissements) of the French Subsidiary not less than 7 days before the Closing Date; (xxiii) letter evidencing the change of the persons having the authority to use the bank accounts of the French Subsidiary; (xxiv) as the case may be the termination letters executed by the relevant parties of the intra-group agreements entered into respectively with the French Subsidiary and the Sellers and/ or the Seller Entities; (xxv) the Israeli Subsidiary’s shareholders register, reflecting the registration by the Israeli Subsidiary of the transfer of the Israeli Equity to the Buyer; (xxvi) such resolutions of the board of directors or shareholders (or equivalent) of each Acquired Subsidiary as may be reasonably required authorizing the transactions contemplated hereby, in form and manner as it operated substance satisfactory to the Parties; (xxvii) an original share transfer form in Seller’s Albemarlerespect of the Singapore Equity in favour of the Buyer or its nominee in form and substance satisfactory to the Parties, North Carolina, facilities together with all documents required to effect the stamping of the transfer of the Singapore Equity to the Buyer or its nominee (including but a working sheet computing the Singapore stamp duty payable in the form prescribed by the Stamp Duty branch of the Inland Revenue Authority of Singapore and for Seller to continue to provide certain Information Technology services to signed by a director or secretary of the Company, and such other statutory declarations, letters, working sheets and valuations as the said Stamp Duty branch may require for a period the purpose of six assessing the stamp duty payable on the transfer of the Singapore Equity); (6xxviii) monthsthe common seal of the Singapore Subsidiary, the constitutional documents of the Singapore Subsidiary (including but not limited to the certificate of incorporation, the memorandum and articles of association, and other similar organisational documents of the Singapore Subsidiary), and the business records kept by the Singapore Subsidiary (including the share register books, minute books, and other records that the Singapore Subsidiary is required by law to maintain or that are kept in accordance with good business practices) made up to the date of Closing; ATI-2587197v29 25 (xxix) to the extent not covered by any of the other specific provisions of this Section 2.9(a), share certificates representing the Acquired Equity, if any, accompanied by duly executed share transfer deeds assigning the Acquired Equity in the name of Buyer, and any other documents reasonably necessary to transfer to Buyer good and valid title to the Acquired Equity in accordance with the fee for terms of this Agreement and the Related Agreements; provided, however, that if such services share certificates have been lost or stolen, an affidavit of lost certificate covering such Acquired Equity represented by lost or stolen certificate shall be provided; (xxx) resignations of officers and directors of the Acquired Subsidiaries. (xxxi) valid certificates in accordance with (w) Article 442bis of the (Belgian) Income Tax Code, (x) Article 93undecies B of the (Belgian) VAT Code and (y) Article 41quinquies of the (Belgian) Law of 27 July 1969 revising the Decree-Law of 28 December 1944, each issues not earlier than 25 days prior to be One Dollar the Closing Date and certifying that Seller does not have any Liabilities with respect to the relevant Tax Authorities; ($1.00xxxii) per month, an option agreement in respect of KND1 substantially in the form attached of Exhibit O hereto as Exhibit G (the “PLP Transition Services KND1 Option Agreement”); and (ixxxxiii) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments or items as may be reasonably requested by Purchaser required to be delivered on the Closing Date in order to complete the transactions contemplated by Seller to Purchaser at this Agreement and the ClosingRelated Agreements. (b) At the Closing, Purchaser shall Buyer will deliver to Sellers the followingfollowing duly executed documents and other items: (i) the Closing Date Payment to Seller by wire transfer Bills of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateSale; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateAssignment and Assumption Agreement; (iii) the Escrow Amount to the Escrow Agent on behalf of SellerMaster Transitional Services Agreement; (iv) the Escrow Intellectual Property Assignments; (v) the Xenia Deed; (vi) the Projector Supply Agreement, duly executed by Purchaser, which shall be in full force the Networking Supply Agreement and the other Supply Agreements; (vii) the IPR Agreement; (viii) the Duluth Lease; (ix) the Kuurne Sub-Lease; (x) the Kortrijk Lease; ATI-2587197v29 26 (xi) an officer’s certificate to the effect as that each of the conditions specified in Section 7.2(a) and Section 7.2(b) are satisfied; (xii) the Initial Purchase Price; (xiii) the Local Transfer Agreements and all other documents or items as may be required to be delivered on the Closing DateDate pursuant to the Local Transfer Agreement in order to complete the transactions contemplated by such Local Transfer Agreements; (xiv) the KND1 Option Agreement; (xv) two original copies of the French Tax Transfer Form; and (vxvi) all any other documents and instruments or items as may be reasonably requested by Seller required to be delivered on the Closing Date in order to complete the transactions contemplated by Purchaser this Agreement and the Related Agreements. (c) All actions to Seller be taken at Closing, as set forth in Sections 2.9(a) and 2.9(b) above, will be considered to take place simultaneously, and no delivery of any document will be deemed complete until all actions and deliveries of documents required by Sections 2.9(a) and 2.9(b) above are completed, and the ClosingClosing shall not occur and the Business shall accordingly not be transferred to the Buyer unless and until all such actions and deliveries are effectively completed.

Deliveries at Closing. (a) At the Closing, Seller the Company, UCFC and BWC, as applicable, shall deliver or cause to be delivered to Purchaser the followingParent: (ia) certificates representing all the Certificate of Merger, duly executed by the Company; (ii) certificate(s) representing the Shares owned by SellerShares, free and clear of all Liens, duly endorsed to Parent (or to any Lienassignee of Parent permitted hereunder, if elected by Parent) or in blank accompanied by duly executed stock powers; (iiib) evidencefrom Squire, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ L.L.P., counsel to the Company, UCFC and BWC, an opinion of such counsel, dated the Closing Date, in form and substance reasonably acceptable to PurchaserParent; (c) the written resignation of each member of the Board of Directors and to the extent requested by Parent, that (A) all Indebtedness each officer of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (Bset forth on Section 7.6(c) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Disclosure Letter; (ivd) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit Call consents and approvals from Governmental Authorities; (ve) an escrow agreementa certificate of good standing of the Company, substantially in the form attached hereto as Exhibit D dated within five (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as 5) Business Days of the Closing Date, from the Ohio Secretary of State; (vif) an agreement among Purchaserall share transfer books, Seller minute books and Company which provides for other corporate records of the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”)Company; (viig) an agreement among a copy, certified by the Company and Seller which provides for the continued purchase from Company by, and sale Secretary of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form be true, complete and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective correct as of the Closing Date, of each officer the articles or certificate of incorporation, code of regulations and director resolutions of the shareholders and board of directors of the Company, authorizing and approving the transactions contemplated hereby and the incumbency of certain officers; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xiih) a legal opinion copy, certified by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion Secretary of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser UCFC to be delivered by Seller to Purchaser at the Closing. (b) At the Closingtrue, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force complete and effect correct as of the Closing Date; and, of the resolutions of the board of directors of UCFC, authorizing and approving the transactions contemplated hereby; (vi) all a copy, certified by the Secretary of BWC to be true, complete and correct as of the Closing Date, of the resolutions of the board of directors of BWC, authorizing and approving the transactions contemplated hereby; (j) the certificate required to be delivered pursuant to Section 7.1; (k) such other documents and customary documents, instruments or certificates as shall be reasonably requested by Seller to Parent and as shall be delivered by Purchaser to Seller at consistent with the Closingterms of this Agreement.

Deliveries at Closing. (a) At To effect the transactions contemplated hereby, the Sellers shall, at the Closing, Seller shall deliver to Buyer, or cause to be delivered to Purchaser the followingBuyer: (i) one or more deeds in substantially the Certificate of Merger, duly form attached hereto as EXHIBIT D-1 executed by the Companyapplicable Sellers and conveying good and marketable fee simple title to the Owned Real Property to Buyer; (ii) certificate(s) representing one or more bills of sale in substantially the Shares form attached hereto as EXHIBIT D-2 executed by the Sellers and conveying in the aggregate all of the Sellers' owned by Seller, free and clear of any Lientangible personal property included in the Industrial Power Transmission Assets to Buyer; (iii) evidencewith respect to the Sold Subsidiary, one or more certificates representing all of the issued and outstanding Sold Subsidiary Stock of the Sold Subsidiary, duly endorsed in blank or accompanied by a duly executed stock power executed in blank or such other documentation as may be necessary; (iv) subject to Section 3.3 hereof, one or more assignment documents in substantially the form attached hereto as EXHIBIT E-1 executed by the Sellers party thereto and assigning the Third Party Leases to Buyer (the "ASSIGNMENT OF LEASES"); (v) subject to Section 3.3 hereof, one or more assignment documents in substantially the form attached hereto as EXHIBIT E-2 executed by the Sellers party thereto and assigning the Industrial Power Transmission Contracts to Buyer (the "ASSIGNMENT OF CONTRACTS"); (vi) one or more assignment documents in substantially the form attached hereto as EXHIBIT E-3 executed by the Sellers and assigning the Transferred Intellectual Property to Buyer (which shall in any case be in recordable form to the extent necessary to assign such rights) (the "ASSIGNMENT OF INTELLECTUAL PROPERTY"); (vii) executed counterparts to each of the Ancillary Agreements; (viii) the certificates and other matters described in Article VIII; (ix) certified copies of each Seller's certificate of incorporation and by-laws and the appropriate corresponding documentation for the Sold Subsidiary and the Spanish Subsidiary; (x) certificates of good standing of each Seller, issued not earlier than thirty (30) days prior to the Closing Date by the applicable Secretaries of State and the appropriate corresponding documentation for the Sold Subsidiary and the Spanish Subsidiary; (xi) an incumbency and specimen signature certificate with respect to the officers of each Seller executing this Agreement and each Ancillary Agreement to which such Seller is a party; (xii) the written opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and Lippes, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsels to the Sellers incorporated in Delaware, addressed to Buyer, dated as of the Closing Date, in substantially the forms set forth on EXHIBITS G-1 and G-2, respectively; (xiii) the written opinion of Studio Carnelutti, the Italian counsel of the Sold Subsidiary, addressed to Buyer, dated as of the Closing Date, with respect to the Sold Subsidiary, in form and substance reasonably acceptable to Purchaser, that Buyer; (Axiv) all Indebtedness the written resignation of the Company has been paid in full following directors of the Sold Subsidiary: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, A. Rittatore Vonwiller, A. Rolando and all Liens except Permitted Liens in connection therewith have been terminated ▇. ▇▇▇▇▇▇▇; (xv) the written resignation of the following directors of the Spanish Subsidiary: ▇▇▇▇▇▇▇ Bing and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (Bxvi) all Indebtedness consents to the assignment of Seller each Industrial Power Transmission Contract and any officer, directorPermit set forth on SCHEDULE 3.2(a)(xvi), or Affiliate alternate arrangements with respect thereto, all as reasonably acceptable to Buyer; (xvii) certificates of Seller title or Company for borrowed money owed origin with respect to all vehicles included in the Industrial Power Transmission Assets; and (xviii) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Company has been paid Industrial Power Transmission Assets in full; provided accordance with the occurrence provisions of Closing shall constitute a waiver of any evidence not so delivered this Agreement. (but not of any requirement herein that such amounts are b) To effect the transactions contemplated hereby, Buyer shall, at the Closing, deliver to the Sellers, or cause to be paid delivered to the Sellers (unless previously delivered): (i) an amount equal to the Estimated Purchase Price, payable in fullaccordance with Section 2.3(b) hereof; (ii) executed counterparts to each of the Ancillary Agreements; (iii) an instrument of assumption in substantially the form attached hereto EXHIBIT F, evidencing Buyer's assumption, in accordance with Section 2.2 hereof, of the Assumed Liabilities (the "ASSUMPTION AGREEMENT"); (iv) a non-foreign person affidavit of Seller as required by Section 1445 executed counterparts to each of the CodeAssignment of Leases, substantially in the forms attached hereto as Exhibit CAssignment of Contracts and the Assignment of Intellectual Property; (v) an escrow agreement, substantially the certificates and other matters described in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing DateArticle VII; (vi) an agreement among Purchaser, Seller certified copies of Buyer's certificate of incorporation and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”)by-laws; (vii) an agreement among a certificate of good standing of Buyer, issued not earlier than thirty (30) days prior to the Company and Seller which provides for Closing Date by the continued purchase from Company by, and sale Secretary of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”)State of Delaware; (viii) an agreement among Purchaser incumbency and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services specimen signature certificate with respect to the Company, for officers of Buyer executing this Agreement and each Ancillary Agreements to which Buyer is a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”)party; and (ix) employment agreementsthe written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇, in form and substance acceptable counsel to PurchaserBuyer, containingaddressed to Sellers, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective dated as of the Closing Date, of each officer and director of in substantially the Company;form set forth on EXHIBIT G-3. (xic) evidenceTo the extent that a form of any document to be delivered hereunder is not attached as an Exhibit hereto, such documents shall be in form and substance reasonably acceptable to Purchasersubstance, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents shall be executed and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior manner, mutually satisfactory to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closingparties.

Deliveries at Closing. Subject to the conditions set forth in this Agreement, the Parties will make the following deliveries and take the following actions at the Closing: (a) At the ClosingBuyer will execute and deliver to Arcade, Seller shall deliver or cause to be delivered to Purchaser the followingas applicable: (i) the Certificate ▇▇▇▇ of MergerSale, duly executed by Assignment, and Assumption in substantially the Companyform attached hereto as Exhibit D; (ii) certificate(s) representing the Shares owned by Seller, free and clear Assignment of any LienIntellectual Property in substantially the form attached hereto as Exhibit F; (iii) evidencethe CBA Assumption Agreement; (iv) the Purchase Price in accordance with Section 1.4; (v) the Supply Agreement; (vi) the Transition Services Agreement; (vii) a certificate of insurance evidencing the levels of coverage and terms referenced in the Transition Services Agreement; (viii) evidence of compliance with the State of New Jersey Bulk Sale law in the form of a clearance letter or escrow letter; (ix) the Lease Assumption Agreement in substantially the form attached hereto as Exhibit E; and (x) such other instruments of sale, transfer, conveyance, and assignment as Arcade may reasonably request. (b) Arcade will execute and/or deliver to Buyer, as applicable: (i) the ▇▇▇▇ of Sale, Assignment, and Assumption in substantially the form attached hereto as Exhibit D; (ii) the Assignment of Intellectual Property in substantially the form attached hereto as Exhibit F; (iii) documentation evidencing the release of all Liens on the Acquired Assets, other than the Permitted Liens; (iv) a certification of non-foreign status of Arcade (or its owner for U.S. federal income tax purposes), in form and substance reasonably acceptable satisfactory to PurchaserBuyer, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in fullaccordance with Treasury Regulation § 1.1445-2(b); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Supply Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Transition Services Agreement; and (vii) the Lease Assumption Agreement in substantially the form attached hereto as Exhibit E (executed by the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”);landlord; and (viii) an agreement among Purchaser such other instruments of sale, transfer, conveyance, and Seller which provides for Seller to allow the Company to continue operations in the same form and manner assignment as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance Buyer may reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closingrequest. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to will provide Purchaser the followingwith: (i) an Absolute Bill of Sale for the Certificate of Merger, Assets listed in Schedule 1 duly executed by the Company and other forms of transfer reasonably required by Purchaser; (ii) an Assignment of all of the right, title and interest in and to any and all intellectual property rights, trademarks, tradenames or other intangible rights being sold to Purchaser or otherwise to be made available to Purchaser hereunder; (iii) termination of all employees of the Company and an assignment to Purchaser of the right to hire all such employees and with regard to employees in Germany an assignment of the Employment Contracts, where possible; (iv) assignments of all Contracts, including but not limited to customer contracts (and where required, all consents necessary for the assignment of such Contracts); (v) assignment with landlord consent for the sublease for the office space located at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; (vi) assignment with landlord consent for the sublease for the office space located at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; (vii) each of the Schedules requiring execution by the Company; (iiviii) certificate(s) representing a certificate executed by the Shares owned by Seller, free and clear President or Secretary of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, the Company certifying that attached thereto are (A) all Indebtedness a true, complete and correct copy of the Company has been paid Articles of Incorporation of the Seller, as in full and all Liens except Permitted Liens in connection therewith have been terminated and effect on the Closing Date, certified by the Secretary of State of the State of Florida, (B) all Indebtedness of Seller a true, complete and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 correct copy of the Code, substantially in bylaws of the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be as in full force and effect as of on the Closing Date; , (viC) an agreement among Purchasertrue, Seller complete and Company which provides for the private label manufacturing correct copies of Fiberguard® family resolutions of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiaryboard of directors and sole shareholder, in respectively, authorizing the form attached execution, delivery and performance of this Agreement and the transactions contemplated hereby, which resolutions have not been modified, rescinded or revoked, and (D) specimen signatures of the officers of the Seller authorized to sign this Agreement and the other documents relating hereto as Exhibit F (to which the “SMP to PLP Supply Agreement”)Seller is a party; (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed a certificate issued by the employees Secretary of State of the Company listed on Exhibit H attached heretoState of Florida, respectively (the “Employment Agreements”), each of which shall be in full force and effect certifying as of a date no more than ten (10) days prior to the Closing DateDate that the Company legally exists and is in good standing under the Laws of the State of Florida and a certificate issued by an appropriate authority of each jurisdiction in which the Company is qualified to do business as a foreign corporation, certifying that the Company is duly qualified as a foreign corporation and is in good standing to conduct business as a foreign corporation under the Laws of such jurisdiction; (x) resignationsa certificate executed by the President or Secretary of the Parent Company certifying that attached thereto are (A) a true, complete and correct copy of the Articles of Incorporation of the Parent Company, as in form and substance reasonably acceptable to Purchaser, effective as of effect on the Closing Date, certified by the Secretary of each officer and director State of the State of Florida, (B) a true, complete and correct copy of the bylaws of the Parent Company, as in effect on the Closing Date, (C) true, complete and correct copies of resolutions of the Parent Company’s board of directors authorizing the execution, delivery and performance of this Agreement by Parent Company, which resolutions have not been modified, rescinded or revoked, and (D) specimen signatures of the officers of the Parent Company authorized to sign this Agreement and the other documents relating hereto to which the Parent Company is a party; (xi) evidencea certificate issued by the Secretary of State of the State of Florida, certifying as of a date no more than ten (10) days prior to the Closing Date that the Parent Company legally exists and is in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents good standing under the Laws of any Governmental Authority have been obtained or madethe State of Florida; (xii) a legal opinion by Seller’s counsel in copies of Tax Lien searches showing no such liens against any of the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”)Assets; (xiii) copies of UCC searches showing only Liens against the Assets in favor of ▇▇▇▇▇▇/Valens which Liens will be released at Closing; (xiv) copy of an order of the Bankruptcy Court authorizing the sale and conveyance of the Assets; (xv) wire instructions for the delivery to Laurus/▇▇▇▇▇▇ of the Upfront Purchase Price; (xvi) an acknowledgement from Laurus/▇▇▇▇▇▇ of receipt of four million dollars (USD $4,000,000) and either a UCC-3 Termination Statement releasing all other Laurus/Valens Claims and Liens against the Assets, or authorization for the Company and/or Purchaser to file such a Termination Statement; (xvii) wire instructions for the delivery to the Company of the Earnout payments if and when earned; (xviii) documents and instruments reasonably requested by authorizations so that Seller relinquishes all rights to Purchaser to be delivered by Seller to utilize the name “Analytica” or any variation thereof as part of its corporate name; and (xix) such other customary documents and certificates as the Purchaser at the Closingmay reasonably request. (b) At the Closing, Purchaser shall deliver will provide to the followingCompany: (i) Evidence of payment of the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateUpfront Purchase Price; (ii) payment to Seller of the Legal Opinion Payment All Schedules requiring execution by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date▇▇▇▇▇▇▇▇▇; (iii) Evidence that all employees of the Escrow Amount Company wishing to be employed upon substantially the Escrow Agent on behalf same terms as in effect as of Seller;September 30, 2011, have been hired by ▇▇▇▇▇▇▇▇▇; and (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all such other customary documents and instruments certificates as the Company may reasonably requested by Seller to be delivered by Purchaser to Seller at the Closingrequest.

Deliveries at Closing. At the Closing: (a) At The Sellers and the ClosingTarget Companies, Seller as applicable, shall deliver or cause to be delivered to Purchaser the followingBuyer: (i) certificates for the Certificate of MergerShares in negotiable form, duly executed by the Companyendorsed in blank, or with separate stock transfer powers attached thereto and signed in blank; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any LienCompany Officer’s Certificate; (iii) evidenceThe stock books, in form stock ledgers, minute books, and substance reasonably acceptable to Purchaser, that (A) all Indebtedness other corporate records of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Target Companies; (iv) a non-foreign person affidavit Resignations and releases dated the Closing Date of Seller as required by Section 1445 of the Code, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in the forms attached hereto as Exhibit CExhibits I and J, respectively, and such other resignations and/or releases in form and substance satisfactory to the Buyer of such other directors of the Target Companies as may be designated by the Buyer; (v) an escrow agreementAll required assignments, permits, estoppels and consents pursuant to Section 7.7; (vi) A certificate dated the Closing Date from the Company’s Secretary substantially in the form attached hereto as Exhibit D G; (vii) A certificate dated the Closing Date from the Secretary of each Target Subsidiary substantially in the form attached hereto as Exhibit H; (viii) Evidence of the termination and payment in full of the Abelco Financing, including without limitation a “pay-off” letter from Abelco; (ix) Assignments by the employees listed on Section 2.3 of the Disclosure Schedule of any and all of their right, title and interest into any Intellectual Property of the Company; (x) The documents from NJDEP required by Section 6.2(b) and the evidence of approval of any “parachute payments” under Section 280G of the Code required by Section 6.2(c); and (xi) The legal opinion of counsel to the Sellers substantially in the form attached hereto as Exhibit E; (xii) Release documents with respect to all Mortgages, in recordable form and in a form and substance reasonably satisfactory to Buyer and its counsel, together with any additional documentation reasonably required to completely satisfy and release such Mortgages of record; and (xiii) All other documents, instruments and writings required to be delivered by the Sellers or the Target Companies at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith. (b) The Buyer shall deliver to the Sellers: (i) The Purchase Price as calculated in accordance with Section 2.1, and subject to adjustment as set forth in Section 2.5, as follows: (A) From the Purchase Price, the Buyer will deposit an amount equal to $7,000,000 (the “Escrow Amount”) with the escrow agent (the “Escrow Agent”) designated in the escrow agreement (the “Escrow Agreement”), duly executed substantially in the form of Exhibit F hereto, to be entered into at the Closing by Sellerthe Buyer, the Stockholders’ Representative on behalf of the Sellers and the Escrow Agent, which shall be in full force and effect as of the Closing Date; provide for: (vii) an agreement among Purchaser, Seller and Company which provides for escrow of $1,000,000 with respect to the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, purchase price adjustment set forth in the form attached hereto as Exhibit E Section 2.5 (the “PLP to OCC Supply AgreementWorking Capital Escrow”); ; and (viiii) an agreement among escrow of $6,000,000 beginning on the Company Closing Date and ending on the later to occur of the Warranty Expiration Date and the date that all claims by the Buyer Indemnitees against any Seller which provides for the continued purchase from Company bypursuant to Section 10 or otherwise are finally adjudicated or resolved, and sale of datacom products by, the Seller’s Brazilian subsidiary, as set forth in the form attached hereto as Exhibit F (the “SMP to PLP Supply Escrow Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ixB) employment agreements, The Buyer will pay to the Sellers in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of cash at the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available fundsfunds the balance of the Purchase Price, after deposit of the Escrow Amount, and subject to adjustment as provided in Section 2.5, to an account or the accounts designated by Seller and in a written notice delivered to Purchaser no later than three (3the amounts set forth in Section 2.3(b) Business Days prior to of the Closing DateDisclosure Schedules; (ii) payment The Buyer Officer’s Certificate; and (iii) All other documents, instruments and writings required to Seller of be delivered by the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account Buyer at or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date;Date pursuant to this Agreement or otherwise required in connection herewith. (iiic) The Buyer shall pay the Escrow Amount amounts set forth in Section 2.1(a) of the Disclosure Schedules to the Escrow Agent on behalf of Seller; (iv) lenders under the Escrow Agreement, duly executed by Purchaser, which shall be Ableco Financing to accounts set forth in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closingsuch schedule.

Deliveries at Closing. (a) At the Closing, Seller subject to written waiver by the Transferees, Transferors shall deliver or cause to be delivered to Purchaser the following: (i) the Certificate Transferee Parties physical possession of Mergerall tangible Contributed Assets and shall execute, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company byappropriate, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) Bills of Sale substantially in the Closing Date Payment to Seller by wire form set forth as EXHIBIT B (each a “▇▇▇▇ of Sale” and collectively, the “Bills of Sale”), and such other good and sufficient instruments of conveyance, transfer of immediately available funds, to an account or accounts designated by Seller and assignment (in a written notice delivered to Purchaser no later than three (3) Business Days prior form and substance reasonably acceptable to the Closing Dateapplicable Transferee) as shall be necessary to vest in the applicable Transferee good and valid title to the Contributed Assets being contributed by the respective Transferors, free and clear of all Encumbrances except Permitted Encumbrances; (ii) payment Assignment and Assumption Agreements substantially in the form set forth as EXHIBIT C (each an “Assignment and Assumption Agreement” and collectively, the “Assignment and Assumption Agreements”) assigning to Seller the applicable Transferee the Contracts being assigned by the respective Transferors as of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateClosing; (iii) a Shareholders’ Agreement of the Escrow Amount to Holding Company substantially in the Escrow Agent form set forth on behalf of SellerEXHIBIT D (the “Shareholders’ Agreement”), executed by the Rollover Equity Holders; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and[Intentionally Omitted] (v) all other documents Non-Competition Agreements between the Holding Company and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at each of the Closing.individuals set forth on SCHEDULE 1.08(a)(v) substantially in the form set forth on EXHIBIT F (the “Noncompete Agreement”); (vi) Employment Agreements between the Holding Company and each of the individuals set forth on SCHEDULE 1.08(a)(vi) substantially in the form set forth on EXHIBIT G (each an “Employment Agreement” and collectively, the “Employment Agreements”); (vii) a certificate of an authorized officer of each Transferor substantially in the form set forth as EXHIBIT H; (viii) a certification that each Transferor is in compliance with Code Section 1445 and the Treasury Regulations that such Transferor is not a foreign person;

Deliveries at Closing. (a) At the Closing, Seller Sellers shall deliver or cause to be delivered to Purchaser the following:Asset Companies and/or the Stockholders. (i) the Certificate of Mergercash payment as set forth in Section 1.09(a) in immediately available funds, duly executed by the Companypayable as set forth in Section 1.09; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lienduly executed Note(s); (iii) evidence, in form and substance reasonably acceptable a certificate of an authorized officer of Newco certifying to Purchaser, that (A) all Indebtedness the fulfillment of the Company has been paid conditions set forth in full Sections 8.01 and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)8.02; (iv) a non-foreign person affidavit of Seller as required by Section 1445 copy of the Coderesolutions of Newco's Board of Directors, substantially in certified by an authorized officer, authorizing the forms attached hereto as Exhibit Cexecution, delivery and performance of this Agreement; (v) an escrow agreement, substantially in a mutually satisfactory employment agreement providing for the form attached hereto as Exhibit D employment of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Escrow "Employment Agreement”"), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) a certificate of an agreement among Purchaser, Seller authorized officer of Seramune certifying to the fulfillment of the conditions set forth in Sections 8.01 and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”)8.02; (vii) a copy of the resolutions of Seramune's Board of Directors, certified by an agreement among authorized officer, authorizing the Company execution, delivery and Seller which provides for the continued purchase from Company by, and sale performance of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply this Agreement”);; and (viii) an agreement among Purchaser such other instruments and Seller which provides for Seller to allow the Company to continue operations in the same form and manner certificates as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to may be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the ClosingSellers. (b) At the Closing, Purchaser the Asset Companies shall deliver the followingto Newco: (i) duly executed ▇▇▇▇(s) of sale in the Closing Date Payment form attached hereto as Exhibit B, transferring to Seller Newco all interests of the Asset Companies in the Assets to be acquired by wire transfer Newco hereunder which are in the nature of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Datepersonal property; (ii) payment duly executed assignment(s) in the form attached hereto as Exhibit C, transferring to Seller Newco all interests of the Legal Opinion Payment Asset Companies in the agreements and licenses to be transferred to Newco hereunder; (iii) duly executed assignment(s) in the form attached hereto as Exhibit D, transferring to Newco all intellectual property to be transferred to Newco hereunder; (iv) such other bills of sale, instruments of assignment and other documents as may be reasonably requested by Purchaser by wire transfer Newco in order to effect or evidence the transactions contemplated hereunder; (v) an opinion of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior counsel to the Closing DateAsset Companies in the form of Exhibit E; (vi) a certificate of the chief executive officer of the Asset Companies certifying to the fulfillment of the conditions set forth in Sections 7.01 and 7.02; (vii) a copy of the resolutions of (i) each of the Asset Companies' Board of Directors and (ii) each of the Asset Companies' stockholders, certified by its chief executive officer, authorizing the execution, delivery and performance of this Agreement; (viii) such other instruments and certificates as may be reasonably requested by Newco; (ix) duly executed assignment(s) and assumption(s), in the form attached hereto as Exhibit F, of those leases listed on Schedule 3.19 hereto to which the Asset Companies are a party, and the related estoppel certificates, lien waivers and consents of the landlord; (x) a good standing certificate of each of the Asset Companies; (xi) copies of the certifications and licenses referred to in Section 7.05; (xii) copies of the Consents referred to in Section 5.03 and the customer consents referred to in Section 7.08; (xiii) payoff letters, UCC-3 termination statements and other documentation relating to the release of security interests on the Assets; (xiv) a certificate of amendment changing the Asset Companies names to other names acceptable to Newco; and (xv) the duly executed Transition Agreement contemplated under Section 7.19. (c) At the Closing, the Stockholders shall deliver to Seramune: (i) certificates representing all of the Stock, duly endorsed for transfer in blank or accompanied by a stock power duly endorsed in blank by the Stockholders with any requisite documentary or stock transfer taxes affixed thereto; (ii) the executed Employment Agreement; (iii) the Escrow Amount written resignations of the Board of Nations and Bloomington and their respective subsidiaries and such officers of Nations and Bloomington and their respective subsidiaries as may be requested in writing by Seramune prior to the Escrow Agent on behalf of SellerClosing; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force a good standing certificate and effect as certified articles of the Closing Date; andincorporation of Nations and Bloomington and their respective subsidiaries; (v) all books and records relating to Nations and Bloomington and the Business which are not maintained at Nations and Bloomington and their subsidiaries, including without limitation, the minute books, stock books, stock ledger and corporate seals, corporate operation manuals, policy manual, insurance policies in force (to the extent available), bank and checking account records, checks, deposit slips and signature cards, copies of Nations' and Bloomington's financial statements and balance sheets and copies of the returns for Nations and Bloomington and their subsidiaries required to be filed with all the appropriate taxing bodies for the last one (1) year (if applicable); (vi) evidence that each of CAL Plasma LLC, Melrose Plasma LLC and South Alameda LLC have converted to "C" corporation status or that all of their assets are owned by Nations and such entities shall have terminated their legal existence; (vii) such other bills of sale, instruments of assignment and other documents and instruments as may be reasonably requested by Seller Seramune in order to effect or evidence the transactions contemplated hereunder; (viii) an opinion of counsel to the Sellers in the form of Exhibit E; (ix) a certificate of Savoy and the chief executive officer of Nations and Bloomington certifying to the fulfillment of the conditions set forth in Sections 7.01 and 7.02; (x) a copy of the resolutions of (i) each of Nations' and Bloomington's Board of Directors and (ii) each of Nations' and Bloomington's stockholders, certified by its chief executive officer, authorizing the execution, delivery and performance of this Agreement; (xi) duly executed assignment(s) and assumption(s), in the form attached hereto as Exhibit F, of those leases listed on Schedule 3.19 hereto to which Bloomington is a party, and the related estoppel certificate, lien waiver and consent of the landlord; (xii) such other instruments and certificates as may be delivered reasonably requested by Purchaser Seramune; (xiii) a duly executed lease between Plasma Rentals, L.L.C., as landlord, and Nations, as tenant, relating to Seller the real property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇; (xiv) the Noncompetition Agreements contemplated under Section 7.04 in the form of Exhibit G; (xv) copies of the certifications and licenses referred to in Section 7.05; (xvi) copies of the Consents referred to in Section 5.03 and the customer consents referred to in Section 7.08; (xvii) copies of legal, valid and binding contracts for the sale and purchase of substantially all of the plasma collected at the Closing▇▇▇▇▇▇ Center and the Waco Center; (xviii) payoff letters, UCC-3 termination statements and other documentation relating to the release of all security interests as necessary; and (xix) the duly executed Transition Agreement contemplated under Section 7.19.

Deliveries at Closing. (a) At the Closing, the following shall occur: (a) The Seller Parties shall deliver deliver, or cause to be delivered delivered, to Purchaser the followingBuyer: (i) an assignment (the Certificate of Merger, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full“Assignment”); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D B, evidencing the conveyance, transfer, assignment and delivery to Buyer of the Assets, which shall have been duly executed by the Seller Parties; (ii) the Gas Gathering Agreement, substantially in the form of Exhibit C hereto (the “Escrow Gathering Agreement”), duly executed by Seller, which shall be in full force and effect as the Affiliates of the Closing DateSeller Parties that are parties thereto; (iii) the amended and restated Compression Agreement, substantially in the form of Exhibit D hereto (the “Compression Agreement”), duly executed by the Affiliates of the Seller Parties that are parties thereto; (iv) the Marketing Agreement, substantially in the form of Exhibit E hereto (the “Marketing Agreement”) duly executed by the Affiliates of the Seller Parties that are parties thereto; (v) the Guaranty, substantially in the form of Exhibit F hereto (the “CHK Guaranty”), duly executed by Chesapeake Energy Corporation (“CHK”), irrevocably and unconditionally guaranteeing the full, complete and timely performance when due of (A) the obligations of Seller’s Affiliates under the Gathering Agreement and (B) the obligations of the Seller Parties under this Agreement; (vi) an agreement among Purchasera certificate, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective dated as of the Closing Date, signed by the Secretary of each Seller Party, certifying (A) that attached to such certificate are true and complete copies of (1) the Charter Documents of each Seller Party and (2) resolutions of the board of directors, general partner or member of each Seller Party approving this Agreement and (B) as to the incumbency and specimen signature of each officer and director of the CompanySeller Parties executing this Agreement and each other Transaction Document to which such Seller Party is a party or any certificate or instrument furnished pursuant thereto on behalf of such Seller Party; (xivii) evidencea certificate of non-foreign status of Chesapeake Energy Marketing, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents Inc. meeting the requirements of any Governmental Authority have been obtained or made;Treasury Regulations Section 1.1445-2(b)(2)(iv)(B); and (xiiviii) a legal opinion by Seller’s counsel such additional documents customary in the form attached hereto similar transactions as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments might be reasonably requested by Purchaser Buyer to be delivered by Seller convey the Assets and to Purchaser at consummate the ClosingTransactions. (b) At Buyer shall deliver, or cause to be delivered, to the Closing, Purchaser shall deliver the followingSeller Parties: (i) an aggregate amount in cash equal to the Closing Date Payment Purchase Price for the Assets, such delivery to Seller be made by wire transfer of immediately available funds, funds to an account or accounts designated by the Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateParties; (ii) payment to Seller of the Legal Opinion Payment Transaction Documents (other than this Agreement), which shall have been duly executed by Purchaser by wire transfer of immediately available fundsBuyer or Buyer’s Affiliates that are parties thereto, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Dateas applicable; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreementa certificate, duly executed by Purchaser, which shall be in full force and effect dated as of the Closing Date, signed by the Secretary of the Buyer, certifying (A) that attached to such certificate are true and complete copies of (1) the Charter Documents of the Buyer and (2) resolutions of the member of the Buyer approving this Agreement and (B) as to the incumbency and specimen signature of each officer of the Buyer executing this Agreement and each other Transaction Document or any certificate or instrument furnished pursuant thereto on behalf of the Buyer; and (viv) all other such additional documents and instruments customary in similar transactions as might be reasonably requested by the Seller Parties to be delivered by Purchaser to Seller at consummate the ClosingTransactions.

Deliveries at Closing. (a) At the Closing, Seller the Company, Bancorp or the Shareholders, as appropriate, shall deliver or cause to be delivered to Purchaser the followingParent: (ia) certificates representing all the Shares, free and clear of all Liens; (b) the Certificate of MergerRegistration Rights Agreement, duly executed by the CompanyShareholders who are a party hereto; (iic) certificate(s) representing from ▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Shares owned by SellerCompany, free and clear an opinion of any Lien; (iii) evidencesuch counsel, dated the Closing Date, in form and substance reasonably acceptable to PurchaserParent, that (A) all Indebtedness and from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A., counsel to the Bancorp, an opinion of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officersuch counsel, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of dated the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to PurchaserParent; (d) the written resignation of each member of the Board of Directors and to the extent requested by Parent, effective each officer of the Company and its Subsidiaries identified by Parent; (e) all consents and approvals from Governmental Authorities; (f) a certificate of good standing of the Company and its Subsidiaries, dated within five (5) Business Days of the Closing Date, from the New Jersey Secretary of State; (g) all share transfer books, minute books and other corporate records of the Company and its subsidiaries; (h) a copy, certified by the Secretary of the Company to be true, complete and correct as of the Closing Date, of each officer the articles or certificate of incorporation, bylaws and director resolutions of the shareholders and board of directors of the Company, authorizing and approving the transactions contemplated hereby and the incumbency of certain officers; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) a copy, certified by the Closing Date Payment Secretary of Bancorp to Seller by wire transfer of immediately available fundsbe true, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force complete and effect correct as of the Closing Date; and, of the resolutions of the board of directors of Bancorp, authorizing and approving the transactions contemplated hereby; (vj) all the certificate required to be delivered pursuant to Section 7.1; (k) such other documents and customary documents, instruments or certificates as shall be reasonably requested by Seller to Parent and as shall be delivered by Purchaser to Seller at consistent with the Closingterms of this Agreement.

Deliveries at Closing. (a) At the Closing, Seller the Parties shall execute and deliver or cause the following documents: (i) Target shall execute and/or deliver to be delivered to Purchaser Buyer the following: (iA) The Omnibus ▇▇▇▇ of Sale and Assignment and other assignments in the Certificate forms attached as Exhibits A-1 through A-3, and such other instruments of Mergersale, duly executed by the Companytransfer, conveyance, and assignment as Buyer and its counsel may reasonably request; (iiB) certificate(s) representing An assumption in the Shares owned by Sellerform attached as Exhibit B, free and clear such other instruments of any Lienassumption as Buyer and its counsel may reasonably request; (iiiC) evidenceAll authorizations, consents, and approvals of governments, governmental agencies and third-parties required in connection with Target’s sale and assignment of the Acquired Assets and the consummation of the transaction contemplated herein, including those referred to in §3(c) and §4(c); (D) A copy of the articles of incorporation of Target, as amended, certified on or soon before the Closing Date by the Secretary of State of the State of Minnesota; (E) A copy of the certificate of good standing of Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the State of Minnesota and of each jurisdiction in which it is qualified to do business; (F) A certificate of the secretary of Target, dated the Closing Date, in form and substance reasonably acceptable satisfactory to PurchaserBuyer, that as to: (A1) all Indebtedness no amendments to the articles of incorporation of Target since the date specified in subsection (D) above; (2) the bylaws of Target; and (3) the joint unanimous written consent of the Company has been paid in full board of directors of Target and all Liens except Permitted Liens in connection therewith have been terminated the Target Stockholders relating to this Agreement and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)transactions contemplated hereby; (ivG) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially The employment agreement with Hall in the forms attached hereto as form of Exhibit C, executed by Hall; (vH) an escrow agreement, substantially An assignment of the Lease in the form attached hereto as of Exhibit D (the “Escrow Agreement”)D, duly executed by Seller, which shall be in full force Target and effect as of the Closing Datelandlord; (viI) an agreement among Purchaser, Seller An estoppel certificate with respect to the Lease and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Leased Premises in the form attached hereto as of Exhibit E (E, executed by Target and the “PLP to OCC Supply Agreement”)landlord; (viiJ) an agreement among An unaudited statement showing the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”)Closing Date Cash Balance; and (ixK) employment agreementsAny and all other certificates, in form opinions, instruments, and substance acceptable other documents required to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by effect the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignationstransactions contemplated hereby, in form and substance reasonably acceptable satisfactory to Purchaser, effective as Buyer. (ii) Buyer will execute and/or deliver to Target the following: (A) Evidence of the Closing Date, approval by the board of each officer directors of Buyer of this Agreement and director of the Companytransactions contemplated hereby; (xiB) evidenceAll authorizations, consents, and approvals of governments and governmental agencies required for Buyer to perform its obligations hereunder; (C) Any and all certificates, instruments, and other documents required to effect the transactions contemplated hereby, in form and substance reasonably acceptable satisfactory to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or madeSellers’ Representative; (xiiD) a legal opinion by Seller’s counsel The employment agreement with Hall in the form attached hereto as of Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the ClosingC, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing DateHall; and (vE) all other documents and instruments reasonably requested An assignment of the Lease in the form of Exhibit D, executed by Seller to be delivered by Purchaser to Seller at the ClosingBuyer.

Deliveries at Closing. (a) At or prior to the Closing, the Seller Parties shall deliver (or cause to be delivered delivered) to Purchaser the following: following (i) the Certificate of Merger, duly executed by the Company; as to items (ii) certificate(s) representing the Shares owned by Seller), free and clear of any Lien; (iii), (iv), (vi), (vii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (Bviii) all Indebtedness of Seller and any officerbelow, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit B, Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”)D, duly executed by SellerExhibit E, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s AlbemarleExhibit G, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following:respectively): (i) Certificates of good standing (or substantively similar certificates) for each of the Closing Date Payment Seller Parties and DCEC, certified by the Secretary of State of the State of Texas, with respect to the Seller by wire transfer Parties, and the Secretary of immediately available fundsState of the State of Delaware, with respect to an account or accounts designated by Seller DCEC, and each other jurisdiction set forth on Schedule 2.1(a) where such parties are qualified to do business, in a written notice delivered to Purchaser no later than three each case dated within ten (310) Business Days prior to the Closing Date; (ii) payment to A bill of sale, assignment and assumption Agreement, in a form mutually agreed upon between Purchaser and the Seller Parties (the “Bill of Sale”), executed by each of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateParties; (iii) Restrictive covenant agreements with each Seller Party, each Member, and ▇▇▇ ▇▇▇▇▇▇▇ (the Escrow Amount to the Escrow Agent on behalf of Seller“Restrictive Covenant Agreements”), executed by each such Seller Party, each Member, and ▇▇▇ ▇▇▇▇▇▇▇; (iv) Employment agreements with each Key Employee, in forms mutually agreed upon between Purchaser and each such Key Employee (the “Employment Agreements”), executed by each such Key Employee; (v) An amended (or amended and restated) ▇▇▇▇▇▇▇▇▇▇▇ Retention Agreement, in form and substance mutually agreed upon among Seller, Purchaser and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and consistent with Section 6.7(e) (such amended and restated agreement or, the ▇▇▇▇▇▇▇▇▇▇▇ Retention Agreement as so amended, the “Amended ▇▇▇▇▇▇▇▇▇▇▇ Retention Agreement”), executed by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇; (vi) Lock-up agreements with each Member and Beneficial Owner who receives any Stock Consideration (collectively, the “Lock-Up Agreements”), executed by each such Member and Beneficial Owner; (vii) The escrow agreement by and among ▇▇▇▇▇▇▇▇▇, the Sellers’ Representative and the Escrow Agent (the “Escrow Agreement”), executed by the Sellers’ Representative; (viii) An assignment of membership interest with respect to the DCEC 50% Membership Interest, in a form mutually agreed upon between Purchaser, Seller and DCEC as of the Signing Date (the “Assignment of Membership Interest”), executed by Seller; (A) Payoff letters or other evidence of, upon receipt of payment therefor, discharge and extinguishment, in form and substance satisfactory to Purchaser, with respect to the Closing Indebtedness and (B) invoices with respect to the Closing Transaction Expenses, to the extent available from third parties; (x) A certificate dated as of the Closing Date signed by each of the Seller Parties (A) attaching resolutions of the appropriate governing bodies or Persons of such Seller Party, and with respect to such certificate of Seller, also attaching resolutions of the appropriate governing bodies or Persons of DCEC and CEC Electrical, in each case approving the execution, delivery and performance of this Agreement and the consummation of the Acquisition Transactions (including, for the avoidance of doubt, the transfer of the DCEC 50% Membership Interest to Purchaser) and (B) attaching incumbency of the officer(s) of the Seller Parties executing this Agreement and any other Acquisition Document; (xi) All consents, waivers, approvals, authorizations, qualifications and Orders of Governmental Authorities or any other Persons that are necessary (A) in connection with the Seller Parties’ execution and delivery of the Acquisition Documents or performance of the transactions contemplated thereunder, or (B) to enable Purchaser to own the Assets (including the Assumed Contracts) and conduct the Business following the Closing in substantially the same manner as the Assets are owned and the Business is being conducted by the Seller Parties immediately prior to the Closing, including those set forth on Schedule 1.11(a)(xi); (xii) A duly and validly completed IRS Form W-9 executed by each of the Seller Parties; (xiii) All agreements, amendments, consents and other documents reasonably necessary to accomplish the transfer to and assumption by Purchaser of the Transferred Benefit Programs, subject to prior review and approval by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed), including (A) an amendment to the CEC 401(k) Retirement Plan assigning such plan and any related Contracts and agreements with service providers to Purchaser; (B) reasonable evidence of acceptance or consent by insurers, trustees, recordkeepers, and service providers to the transfer of the Transferred Benefit Programs to Purchaser as may be reasonably necessary to effectuate the continuation of all applicable insurance, Contracts, service and other agreements in connection with the assumption by Purchaser of the Transferred Benefit Programs (which evidence may include emails) or other reasonable evidence that such applicable insurance policies have been assigned to Purchaser; (C) amendments to all Seller health and welfare plans that are Transferred Benefit Programs, assigning such plans and any related Contracts and agreements with providers to Purchaser; (D) documentation evidencing the extension of stop-loss policy coverage through December 31, 2025 or December 31, 2026, and documentation evidencing acceptance by the issuer thereof to the transfer of such policy to Purchaser (which evidence may include emails), and (E) Seller resolutions effectuating all other necessary actions to transfer the Transferred Benefit Programs; (xiv) With respect to each Real Property Lease, an assignment of such Real Property Lease in reasonable and customary form mutually agreed upon between Purchaser, the Seller Parties and the applicable landlord (the “Real Property Lease Assignments”), executed by the applicable Seller Party and the applicable landlord; (xv) With respect to each Real Property Lease that constitutes an Affiliate Agreement, (A) tenant and landlord estoppels in reasonable and customary forms mutually agreed upon between Purchaser, the Seller Parties and the applicable landlord, executed by the applicable Seller Party and the applicable landlord; and (B) a lease subordination, non-disturbance and attornment agreement, in a reasonable and customary form mutually agreed upon between Purchaser, the Seller Parties and the applicable landlord and lender, executed by the applicable Seller Party, the applicable landlord and the applicable lender; (xvi) All Contracts and other documentary evidence executed in connection with, or otherwise relating to, the authorization, approval and consummation of the Contribution, in form and substance reasonably satisfactory to Purchaser, executed by Seller and all applicable counterparties thereto; (xvii) Evidence of issuance of each of the D&O Policy, the EPL Policy, the Pollution Policy and the Discontinued Operations Policy, in form and substance reasonably satisfactory to Purchaser, as required pursuant to Section 6.23; (xviii) An amended (or amended and restated) ▇▇▇▇▇▇ Retention Agreement, in form and substance mutually agreed upon among Seller, ▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ and consistent with Section 6.7(f) (such amended and restated agreement or, the ▇▇▇▇▇▇ Retention Agreement as so amended, the “Amended ▇▇▇▇▇▇ Retention Agreement”), executed by ▇▇. ▇▇▇▇▇▇; and (xix) Such other documents as may be reasonably necessary to consummate the Acquisition Transactions, as reasonably requested by Purchaser. (b) At or prior to the Closing, Purchaser shall deliver (or cause to be delivered) to the Seller Parties the following: (i) The Bill of Sale, executed by ▇▇▇▇▇▇▇▇▇; (ii) The Restrictive Covenant Agreements, executed by Purchaser; (iii) The Employment Agreements, executed by ▇▇▇▇▇▇▇▇▇; (iv) The Lock-Up Agreements, executed by ▇▇▇▇; (v) The Escrow Agreement, executed by ▇▇▇▇▇▇▇▇▇ and the Escrow Agent; (vi) The Assignment of Membership Interest, executed by ▇▇▇▇▇▇▇▇▇; (vii) Written evidence of submission by ▇▇▇▇▇▇▇▇▇ or STRL of instructions to the registrar and transfer agent for the STRL Common Stock for the issuance to the Members of the shares of STRL Common Stock issuable as Stock Consideration; and (viii) A certificate dated as of the Closing Date signed by each of Purchaser and STRL (A) attaching resolutions of the appropriate governing bodies of Purchaser and STRL approving the execution, delivery and performance of this Agreement and the consummation of the Acquisition Transactions and (B) attaching incumbency of the officer(s) of Purchaser and STRL executing this Agreement and any other Acquisition Document; (ix) Evidence, in form and substance reasonably satisfactory to the Sellers’ Representative, that the R&W Policy has been issued and bound and that such R&W Policy is on the terms specified in the R&W Policy Binder Agreement; (x) Evidence of resolutions duly adopted by the board of directors of Purchaser or an Affiliate of Purchaser approving the adoption by of the Transferred Benefit Plans by Purchaser or an Affiliate of Purchaser, effective at Closing; (xi) The Real Property Lease Assignments, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date▇▇▇▇▇▇▇▇▇; and (vxii) all Such other documents and instruments as may be reasonably necessary to consummate the Acquisition Transactions, as reasonably requested by any Seller to be delivered by Purchaser to Seller at the ClosingParty.

Deliveries at Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the followingThe Company must deliver: (i) the Certificate of Mergerto BLAB, duly executed by the Companya counterpart signature page to this Agreement; (ii) certificate(s) representing the Shares owned by Sellerto BLAB, free and clear of any Lien; (iii) evidencea certificate, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness dated as of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officerEffective Date, director, or Affiliate of Seller or Company for borrowed money owed executed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Codeand Mathur, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D B (the “Escrow AgreementCompany Representation Certificate”), duly stating that each of the conditions set forth in Section 4.2, with respect to the Company, have been satisfied; and (iii) to BLAB, a certificate, dated as of the Effective Date, executed by Sellermanager or an executive officer of the Company in the form attached hereto as Exhibit C (the “Company Officer’s Certificate”), which shall be in certifying as to the full force and effect of, and attaching as exhibits to such certificate, (A) the organizational documents of the Company; (B) a certificate of good standing, dated as of a date within five (5) days of the Effective Date, from the Secretary of State of the State of California; and (C) resolutions of the Company’s Board of Directors and the Exchanging Shareholders approving the Agreement and the transactions contemplated herein. (b) Mathur must deliver: (i) to BLAB, a counterpart signature page to this Agreement, including the counterpart signature of Mathur and the Exchanging Shareholders; and (ii) to BLAB, a counterpart signature page to the Company Representation Certificate, stating that each of the conditions set forth in Section 4.2, with respect to the Company, have been satisfied. (c) BLAB must deliver: (i) to the Exchanging Shareholders and the Company, a counterpart signature page to this Agreement; (ii) within two (2) business days of the Effective Date, to the Exchanging Shareholders, the Exchange Shares Certificates; (iii) to the Exchanging Shareholders and the Company, a certificate dated as of the Closing Effective Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products executed by Seller for Company and PurchaserBLAB, in the form attached hereto as Exhibit E (the “PLP to OCC Supply AgreementBLAB Representation Certificate”);, stating that each of the conditions in Section 4.3 have been satisfied; and (viiiv) to the Exchanging Shareholders and the Company, a certificate, dated as of the Effective Date, executed by an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale executive officer of datacom products by, the Seller’s Brazilian subsidiary, BLAB in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in SellerBLAB Officer’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment AgreementsCertificate”), each of which shall be in certifying as to the full force and effect of, and attaching as exhibits to such certificate, (A) the organizational documents of BLAB; (B) a certificate of good standing, dated as of the Closing Date; a date within five (x5) resignations, in form and substance reasonably acceptable to Purchaser, effective as days of the Closing Effective Date, from the Secretary of each officer and director State of the Company; State of Delaware; and (xiC) evidence, in form resolutions of BLAB’s Board of Directors approving the Agreement and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closingtransactions contemplated herein. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the ClosingClosing and as applicable, subject to the simultaneous performance by Buyer of its obligations under Section 2.11(b), Seller and the Company shall deliver or cause to be delivered to Purchaser Buyer the following: (i) the Certificate of Merger, a duly executed by certificate from an authorized Person of Seller and the CompanyCompany in the form attached to this Agreement as Exhibit A, dated as of the Closing Date, certifying that the conditions set forth in Section 12.2(a) and Section 12.2(b) have been satisfied; (ii) certificate(s) representing an assignment of the Shares owned Target Interests in the form of Exhibit B duly executed by Seller, free and clear of any Lien▇▇▇▇▇▇; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness an acknowledgment of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and Closing Statement (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed if agreed to by the Company has been paid in full; provided Parties prior to the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in fullClosing); (iv) a non-foreign person affidavit of Seller as required joint written instruction duly executed by Section 1445 ▇▇▇▇▇▇ and delivered to the Escrow Agent, instructing the Escrow Agent to distribute the full amount of the Code, substantially Deposit to the account(s) designated in the forms attached hereto as Exhibit Cwriting by Seller prior to Closing; (v) a valid, properly completed, and duly executed IRS form W-9 of Seller (or, if Seller is disregarded as an escrow agreemententity separate from its owner for U.S. federal Income Tax purposes, substantially its regarded owner); (vi) evidence of the termination of any Affiliate Arrangements in accordance with Section 9.10(a); (vii) written resignations of the form attached hereto as Exhibit D directors, managers and officers of the Company in accordance with Section 9.10(b); (viii) customary payoff letters addressed to the applicable payees set forth therein providing that all Credit Document Indebtedness shall be paid off in full immediately prior to or upon Closing by wire transfer of immediately available funds (the “Payoff Letters”), in each case in form and substance reasonably satisfactory to Buyer; (A) releases of all Liens (other than Permitted Encumbrances) that burden the Oil & Gas Assets, the Target Interests or any other asset, property or interest of the Company or any its Affiliates (including Seller Parent) and any Hedge Contract, including the Assumed ▇▇▇▇▇▇, (B) terminations and releases of all guarantees provided by the Company or any of its Affiliates (including Seller Parent) in respect of the Credit Document Indebtedness, (C) authorizations to file UCC-3 termination statements, mortgage releases and other applicable terminations or releases, in each case, in all applicable jurisdictions to evidence the release of all Liens (other than Permitted Encumbrances) that burden the Oil & Gas Assets, the Target Interests or any other asset, property or interest of the Company or its Affiliates (including Seller Parent) and any Hedge Contract, including the Assumed ▇▇▇▇▇▇ and (D) all instruments and agreements, in each case, reasonably required to effect and file of record the release of all Liens (other than Permitted Encumbrances) that burden the Oil & Gas Assets, the Target Interests or any other asset, property or interest of the Company or any of its Affiliates (including Seller Parent) (collectively, the “Releases of Lien”), in each case, in form and substance reasonably satisfactory to Buyer; (x) the Registration Rights Agreement, duly executed by Seller; (xi) the Stock Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or madeif applicable; (xii) a legal opinion the Transition Services Agreement, duly executed by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”);; and (xiii) all any Related Agreements that are required by the other documents and instruments reasonably requested by Purchaser terms of this Agreement to be executed and/or delivered by Seller to Purchaser or the Company at the Closing. (b) At the ClosingClosing and as applicable, Purchaser subject to the simultaneous performance by Seller and the Company of their obligations under Section 2.11(a), Buyer and Parent shall deliver or cause to be delivered to Seller, the Company and, as applicable, the Transfer Agent the following: (i) a duly executed certificate from an authorized Person of Buyer and Parent in the form attached to this Agreement as Exhibit C, dated as of the Closing Date Payment to Seller Date, certifying that the conditions set forth in Section 12.3(a) and Section 12.3(b) have been satisfied; (ii) an assignment of the Target Interests in the form of Exhibit B duly executed by ▇▇▇▇▇; (iii) by wire transfer of immediately available funds, funds to an the account or accounts designated in writing by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateStatement, the Closing Payment; (iiiv) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available fundsfunds to the Cash Defect Escrow Account, the Title Escrow Amount and/or Environmental Escrow Amount, if applicable; (v) by wire transfer of immediately available funds to the Cash Indemnity Holdback Account, the Indemnity Holdback Cash; (vi) the number of shares of Parent Common Stock equal to (A) the Closing Stock Amount, to an account or accounts the Persons and in the amounts designated in the Closing Statement, (B) (if applicable) the Defect Escrow Shares, to the Transfer Agent, to be held in the Stock Defect Escrow Account, and released in accordance with the terms of this Agreement and the Stock Escrow Agreement and (C) the Indemnity Holdback Shares, to the Transfer Agent, to be held in the Stock Indemnity Holdback Account, and released in accordance with the terms of this Agreement and the Stock Escrow Agreement; (vii) evidence reasonably satisfactory to Seller that ▇▇▇▇▇ has delivered the number of shares of Parent Common Stock equal to the Indemnity Holdback Shares to the Transfer Agent pursuant to Section 2.11(b)(vi)(C) and (if applicable) equal to the Defect Escrow Shares to the Transfer Agent pursuant to Section 2.11(b)(vi)(B); (viii) a joint written instruction duly executed by ▇▇▇▇▇ and delivered to the Escrow Agent, instructing the Escrow Agent to distribute the full amount of the Deposit to the account(s) designated in writing by Seller prior to Closing; (ix) evidence that ▇▇▇▇▇ has replaced the Credit Support contemplated by Section 9.9; (x) evidence reasonably satisfactory to Seller that ▇▇▇▇▇ has delivered, by wire transfer of immediately available funds to each payee identified in a written notice delivered the Payoff Letters, the amount required to Purchaser no later than three be paid to pay off the Credit Document Indebtedness in full as of the Closing (3the “Payoff Amount”); (xi) Business Days the Novation Agreements, duly executed by the parties thereto, and any other evidence reasonably satisfactory to Seller that Buyer has satisfied is obligations with respect to the Assumed ▇▇▇▇▇▇ pursuant to Section 9.15; (xii) an acknowledgment of the Closing Statement (if agreed to by the Parties prior to the Closing DateClosing); (iiixiii) the Escrow Amount to the Escrow Agent on behalf of SellerRegistration Rights Agreement, duly executed by ▇▇▇▇▇▇; (ivxiv) the Stock Escrow Agreement, duly executed by Purchaserthe Buyer Parties; (xv) the Transition Services Agreement, which duly executed by ▇▇▇▇▇; and (xvi) any Related Agreements that are required by the other terms of this Agreement to be executed and/or delivered by ▇▇▇▇▇ at the Closing. (c) In addition to the obligations set forth under Section 2.11(a), no later than five (5) Business Days following the Closing Date, Seller shall be deliver to the Company possession of the books and records not currently held by the Company and in full force control of Seller; provided that for all such books and effect records that exist in electronic format as of the Closing Date, Seller shall make available to Buyer electronic versions of such books and records, at Buyer’s sole cost and expense, on the Closing Date; and (v) all other documents provided, however, that Seller shall not be required to conduct processing, conversion, compiling or any similar work with respect to the furnishing of such books and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closingrecords.

Deliveries at Closing. The Sellers shall have delivered to the Buyer at the Closing: (a) At A certificate, signed by the ClosingSellers, Seller shall deliver or cause confirming the satisfaction of the conditions set forth in Section 4.3 and 4.4 above; (b) A certificate, signed by the Sellers, confirming that the documents attached thereto are complete copies of the organizational documents and operating agreement of the Company as in effect at the Closing Date; (c) A document of transfer of the Interests to be delivered the Buyer, in form satisfactory to Purchaser the followingBuyer and its counsel, signed by the Sellers; (d) A Non-Compete Agreement in the form of Exhibit B hereto, executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇. (e) A Transition Agreement (the “Transition Agreement”) in the form of Exhibit C hereto, executed by ▇▇▇▇▇ ▇▇▇▇▇; (f) Employment letters with the individuals listed on Exhibit D hereto, executed by such individuals, in a form satisfactory to the Buyer; (g) An opinion of ▇▇▇▇▇ & Fields, P.C., counsel to the Company, in form satisfactory to the Buyer and its counsel, to the following effect: (i) The Company is a limited liability company duly organized, existing and in good standing under the Certificate laws of Merger, duly executed by the CompanyState of Alabama; (ii) certificate(sThe Interests are validly issued and outstanding and are fully paid and non-assessable. All of the Interests are held, beneficially and of record, by the Sellers immediately prior to the Closing, and are, to the knowledge of such counsel, free of any liens, claims or encumbrances whatsoever; (iii) representing The Sellers have full power and authority to transfer the Shares owned Interests to the Buyer on the terms provided in this Agreement, and all consents necessary for such transfer have been obtained; (iv) Such counsel has no knowledge of any litigation, proceeding or governmental investigation pending or threatened against the Company which would affect the title or interest of the Sellers in the Interests, or which would prevent or adversely affect the conduct of the business of the Company, or the ability of the Seller to perform Seller’s obligations hereunder; (v) This Agreement and the other documents to be delivered by Sellerthe Sellers at the Closing have been duly executed and delivered by the Sellers and constitute the valid and binding obligations of the applicable Sellers in accordance with their terms, except as the enforceability thereof may be affected by bankruptcy and other laws affecting creditors' rights generally as in effect from time to time, and subject, as to enforceability, to the limitations of generally applicable equitable principles; (vi) The execution, delivery and performance by the Sellers of this Agreement, and the consummation of the transactions contemplated hereby, will not violate or be contrary to any agreement, judgment or other restriction known to such counsel to which either Seller is a party or by which any of their property is or may be subject; and (vii) The Interests have been duly and validly transferred to the Buyer, and the Buyer has received good and merchantable title to the Interests, free and clear of any Lien; (iii) evidenceliens, in form and substance reasonably acceptable restrictions or security interests known to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closingcounsel. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, Seller shall the Stockholders will deliver or cause to be delivered to Purchaser Buyer the following: (i) the Certificate stock certificates representing the Shares duly endorsed in accordance with Section 1.01 of Merger, duly executed by the Companythis Agreement; (ii) certificate(s) representing the Shares owned by Seller, free and clear executed copies of any Lienall consents required to be set forth in Schedule 3.07; (iii) evidencethe Escrow Agreement, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed executed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Stockholders; (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially an Employment Agreement in the forms attached form of Exhibit B hereto as Exhibit C(the “Employment Agreement” and collectively with the Escrow Agreement, the “Ancillary Agreements"), executed by R▇▇ ▇. ▇▇▇▇, providing for two months of transition services by M▇. ▇▇▇▇ to the Buyer; (v) an escrow agreementcertificates of good standing of the Company and any Subsidiary, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect dated as of a recent date, from the Closing DateSecretary of State of the State of Delaware, the Secretary of State of the State of California (with respect to the Company only) and the California Franchise Tax Board (with respect to the Company only); (vi) an agreement among Purchasercertificate of the Secretary of the Company attesting to the incumbency of the Company’s officers, Seller the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and Company which provides for the private label manufacturing authenticity and continuing validity of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (Organizational Documents delivered to the “PLP to OCC Supply Agreement”)Buyer; (vii) an agreement among written resignations of all members of the Company and Seller which provides for the continued purchase from Company by, and sale Company’s Board of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”);Directors; and (viii) an agreement among Purchaser a cross receipt executed by the Buyer and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G Stockholders (the “PLP Transition Services Agreement”Cross Receipt"); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall Buyer will deliver or cause to be delivered to the following:Stockholders the following (collectively, the “Buyer Deliverables"): (i) evidence of deposit with the Closing Date Payment to Seller by wire transfer Escrow Agent of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateEscrowed Funds; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DatePayment, paid in accordance with Schedule I; (iii) the Escrow Amount to the Escrow Agent on behalf executed copies of Sellerall consents, approvals and authorizations set forth in Schedule 4.03; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force the Buyer and effect as of the Closing DateEscrow Agent; and (v) all other documents and instruments reasonably requested the Employment Agreement, executed by Seller to be delivered by Purchaser to Seller at the ClosingBuyer.

Deliveries at Closing. (a) At the Closing, Seller Shareholders shall deliver have delivered or cause caused to be delivered to Purchaser Parent the followingfollowing documents, each properly executed and dated as of the Closing Date: (ia) Stock certificates representing the Certificate of MergerCompany Shares, duly endorsed for transfer or accompanied by duly executed by the Companystock powers; (iib) certificate(s) representing the Shares owned by Seller, free and clear of any LienShareholders’ Closing Certificate; (iiic) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness Shareholders’ Opinion of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Counsel; (ivd) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit CCompany’s Closing Certificate; (ve) an escrow agreement, Company’s Opinion of Counsel; (f) Escrow Reserve Agreement; (g) Estoppel Certificates from the lessors under the Leases in substantially in the form attached hereto as Exhibit D EXHIBIT H; (h) Consents from third parties under the “Escrow Agreement”Contracts; (i) The resignations of all officers and directors of the Company and/or Subsidiary (and similar positions in the case of any non-United States of America divisions of the Company), duly effective as of the Closing Date and in form reasonably satisfactory to Parent’s counsel; (j) Certificate of Merger in substantially the form attached hereto as EXHIBIT I, executed by Sellerthe Company and Merger Sub for delivery to the Georgia Secretary of State; (k) An employment agreement for the employment of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ by Parent in substantially the form attached hereto as EXHIBIT J; (l) A general release by the Shareholders in substantially the form attached hereto as EXHIBIT K, which shall be in full force providing among other things, the release of the Company and effect as of its directors, officers, agents and employees from any and all claims against the Company through the Closing Date; (vim) an agreement among Purchaser, Seller and A general release by each of the Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Employees in substantially the form attached hereto as Exhibit E (EXHIBIT L releasing the “PLP Company of certain deferred compensation and/or severance obligations and certain obligations with respect to OCC Supply Agreement”)the Company Option Plan; (viin) an A confidentiality, non-solicitation and non-competition agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, by Shareholders in substantially the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”)EXHIBIT M; (viiio) an A confidentiality and non-disclosure agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in substantially the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed EXHIBIT N by each Company Employee who will be employed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect Parent or its designee as of the Closing DateClosing; (xp) resignations, Stock powers executed in form and substance reasonably acceptable to Purchaser, effective as of blank for the Closing Date, of each officer and director of the CompanyEscrowed Shares; (xiq) evidence, An investment and lock-up agreement by each of the Shareholders in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in substantially the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”)EXHIBIT O; (xiiir) all other documents and instruments reasonably requested A general release by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller each of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force officers and effect as directors of the Closing DateCompany and/or Subsidiary in substantially the form attached hereto as EXHIBIT P; and (vs) all Such other documents and instruments as the Parent may reasonably requested by Seller to be delivered by Purchaser to Seller at the Closingrequest.

Deliveries at Closing. (a) At the Closing, Seller The Sellers shall deliver or cause to be delivered to the Purchaser the following: (i) such bills of sale, assignments of leases and contracts, and any other instruments of conveyance (collectively, the Certificate "Conveyance Documents") that, in the reasonable judgment of MergerPurchaser, duly executed by are reasonable and necessary to effectively vest in Purchaser good, valid and insurable title to the Company; (ii) certificate(s) representing the Shares owned by SellerAcquired Assets, free and clear of all liens, claims, encumbrances, interests and security interests of any Lien; nature or kind whatsoever (other than Permitted Exceptions) pursuant to the terms of this Agreement; (ii) such other customary closing documents, instruments or certificates required to be delivered as a condition precedent to the Purchaser's obligations under this Agreement; (iii) evidenceopinions of counsel of Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ and the general counsel of Target in form the forms as to the matters attached hereto as Exhibits B and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in fullC; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially technology license agreement in the form attached hereto as Exhibit D (the “Escrow "Technology License Agreement”"), duly executed by Seller, which shall be ; (v) transition services agreements in full force the forms attached hereto as Exhibits E and effect as of F (the Closing Date; "Transition Services Agreements"); (vi) an a written agreement among Purchaserfrom American National Bank and Trust Company of Chicago (X) consenting to the transactions contemplated hereby, Seller the transactions contemplated by the Subsequent Asset Purchase Agreement or the Credit Agreement, (Y) waiving any covenant breach or default under the Loan Agreement, dated as of April 30, 2000 by and between American National Bank and Trust Company which provides for of Chicago and the private label manufacturing of Fiberguard® family of products Sellers, as amended and extended, resulting from the transactions contemplated hereby, the transactions contemplated by Seller for Company the Subsequent Asset Purchase Agreement or the Credit Agreement and Purchaser, in (Z) releasing any Liens held on the form attached hereto as Exhibit E (Acquired Assets and the “PLP assets to OCC Supply be acquired pursuant to the Subsequent Asset Purchase Agreement”); ; (vii) an a trademark assignment agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services "Trademark Assignment Agreement”"); and and (ixviii) employment agreementsa certification for each Seller that satisfies the requirements of Treasury Regulation Section 1.1445-2(b), duly executed, in a form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to the Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, The Purchaser shall deliver to the following: Sellers (i) such duly executed instruments as are deemed necessary or appropriate to effectuate the Closing Date Payment to Seller assumption of the Assumed Liabilities by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; Purchaser; (ii) payment such other customary closing documents, instruments or certificates required to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in be delivered as a written notice delivered to Purchaser no later than three (3) Business Days prior condition precedent to the Closing Date; Sellers' obligations under this Agreement; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; Cash Proceeds; (iv) the Escrow Agreement, a duly executed by Purchaser, which shall be in full force and effect as of the Closing DateNote; and (v) all other documents an opinion of the general counsel of the sole stockholder of the Purchaser as to the matters set forth on Exhibit H; (vi) the Technology License Agreement; (vii) the Transition Services Agreements; and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at (viii) the ClosingTrademark Assignment Agreement.

Deliveries at Closing. (a) At the Closing, Seller the Selling Parties shall deliver or cause make the following deliveries to be delivered to Purchaser the followingBuyer: (i) the Certificate of Merger, ▇▇▇ shall deliver to Buyer: (1) a duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear ▇▇▇▇ of any Lien; (iii) evidencesale, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D 1.2(a)(i), transferring the ▇▇▇ New LLC Interests (the “Escrow Agreement”"▇▇▇ ▇▇▇▇ OF SALE"), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vii) a duly executed certificate, countersigned by the Transfer Agent (as defined below), representing 757,193 Common Units in the name of the Buyer (or an agreement among PurchaserAffiliate designated in writing), Seller (ii) a copy of a letter from ▇▇▇, addressed to and acknowledged by the Bank of New York, as the transfer agent and registrar with respect to the Common Units (the "TRANSFER AGENT"), instructing such Transfer Agent to cancel the certificate(s) representing the ▇▇▇ Common Units and to reissue a new certificate representing 757,193 Common Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the ▇▇▇ Common Units; (i) a duly executed certificate, countersigned by the transfer agent therefor, representing 4,589,193 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from ▇▇▇, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company which provides for to cancel the private label manufacturing certificate(s) representing the ▇▇▇ Subordinated Units and to reissue a new certificate representing 4,589,193 Subordinated Units in the name of Fiberguard® family the Buyer (or an Affiliate designated in writing) and (iii) a copy of products by Seller for Company and Purchaserthe cancelled certificate(s) representing the ▇▇▇ Subordinated Units; (ii) WNGL shall deliver to Buyer: (1) a duly executed ▇▇▇▇ of sale, in substantially the form attached hereto as Exhibit E 1.2(a)(ii), transferring the WNGL New LLC Interests (the “PLP to OCC Supply Agreement”"WNGL ▇▇▇▇ OF SALE," and with the ▇▇▇ ▇▇▇▇ of Sale, the "BILLS OF SALE"); (viii) a duly executed certificate, countersigned by the Transfer Agent, representing 322,501 Common Units in the name of the Buyer (or an agreement among Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing the WNGL Common Units and to reissue a new certificate representing 322,501 Common Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Common Units; (i) a duly executed certificate, countersigned by the transfer agent therefor, representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company to cancel the certificate(s) representing the WNGL Subordinated Units and to reissue a new certificate representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Subordinated Units; (iii) the Old Company shall deliver to Buyer: (1) a duly executed certificate, countersigned by the transfer agent therefor, representing 7,830,924 Class B Common Units in the name of the Buyer (or an Affiliate designated in writing), (2) a copy of a letter from the Old Company, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Class B Common Units, instructing the New Company to cancel the certificate(s) representing 7,830,924 Class B Common Units in the name of the Old Company and Seller which provides for to reissue a new certificate representing 7,830,924 Class B Common Units in the continued purchase from Company by, name of the Buyer (or an Affiliate designated in writing) and sale (3) a copy of datacom products by, the Seller’s Brazilian subsidiarycancelled certificate(s) in the name of the Old Company; (iv) ▇▇▇ and WNGL shall together deliver to Buyer: (1) a duly executed copy of the New Omnibus Agreement, in substantially the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”1.2(a)(iv)(1); (viii2) an agreement among Purchaser and Seller which provides for Seller to allow a duly executed copy of the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per monthTransition Services Agreement, in substantially the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”1.2(a)(iv)(2); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x3) resignationsa duly executed copy of the ATLAS Assignment, Contribution and License Agreement, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in substantially the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”1.2(a)(iv)(3);; and (xiii4) all other documents a duly executed copy of a Services Agreement between Buyer and instruments reasonably requested by Purchaser the Selling Parties, in form and substance to be delivered mutually agreed on by Seller to Purchaser at the Closingparties, reflecting the terms on the term sheet attached as Exhibit 1.2(a)(iv)(4). (b) At the Closing, Purchaser Buyer shall deliver make the following:following deliveries to the Selling Parties (or the New Company as specified in clause (ii) below): (i) payment of the Closing Date First Payment to Seller by wire transfer of immediately available fundsthe Purchase Price, to an account or accounts designated by Seller as provided in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateSection 1.3 below; (ii) payment to Seller one or more transfer applications in respect of the Legal Opinion Payment Common Units, Class B Common Units and Subordinated Units to be acquired by Purchaser by wire transfer of immediately available fundsit, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior the form specified in the Partnership Agreement, seeking admission to the Closing DatePartnership as a substitute limited partner (the "UNIT TRANSFER APPLICATION(S)"); (iii) a duly executed copy of the Escrow Amount to New Omnibus Agreement, in substantially the Escrow Agent on behalf of Sellerform attached hereto as Exhibit 1.2(a)(iv)(1); (iv) a duly executed copy of the Escrow Transition Services Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(2); (v) a duly executed by Purchaser, which shall be in full force and effect as copy of the Closing DateATLAS Assignment, Contribution and License Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(3); and (vvi) all other documents a duly executed copy of a Services Agreement between Buyer and instruments reasonably requested by Seller the Selling Parties, in form and substance to be delivered mutually agreed on by Purchaser to Seller at the Closingparties, reflecting the terms on the term sheet attached as Exhibit 1.2(a)(iv)(4).

Deliveries at Closing. (a) At the Closing, Seller shall deliver deliver, or cause caused to be delivered delivered, to Purchaser Buyer the followingfollowing items, each (where applicable) properly executed: (i) a certificate, dated as of the Certificate of MergerClosing Date, duly executed by the Company; (ii) certificate(s) representing the Shares owned by corporate secretary of Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable satisfactory to PurchaserBuyer, certifying as to (X) the organizational documents of Seller, (Y) the approval of the board of directors and stockholders of Seller approving the transactions contemplated by the Transaction Documents, and (Z) the incumbency, signature and authority of the officers of Seller authorized to execute and perform the Transaction Documents; (ii) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, in form and substance satisfactory to Buyer, certifying as to the fulfillment of the matters referred to in Sections 5.1(a), (b) and (c); (iii) a statement, dated as of the Closing Date, in the form set forth in Treasury Regulation § 1.1445-2(b)(2) and made under penalties of perjury by Seller, that (Aamong other things) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute is not a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)foreign Person; (iv) a non-foreign person affidavit executed bills of Seller as required sale, instruments of assignment, certificates of title documents, deeds and other conveyance documents reasonably requested by Section 1445 and in form and substance reasonably satisfactory to Buyer, transferring to Buyer all of Seller’s right, title and interest in and to the CodeAssets, substantially including the ▇▇▇▇ of Sale in the forms attached hereto as Exhibit Cform of EXHIBIT A hereto, executed by Seller; (v) an escrow agreement, substantially the Escrow Agreement in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing DateEXHIBIT B hereto; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Noncompetition Agreement in the form attached hereto as Exhibit E of EXHIBIT C hereto; (vii) the Transition Services Agreement in the form of EXHIBIT D hereto; (viii) a legal opinion, dated the Closing Date, of Climaco, Wilcox, Peca, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Co., L.P.A. reasonably satisfactory in form and substance to Buyer and containing the opinions set forth in EXHIBIT E; (ix) all Required Consents other than the Delayed Required Consents (each of which Delayed Required Consents is set forth on Schedule 2.4(a)(ix)); (x) a price quote from Seller or the appropriate debtholder for the costs of acquiring the Equipment; (xi) a termination agreement by and between Seller and DePuy Spine, Inc. terminating the Collaborative Agreement in a form reasonably acceptable to Seller and Buyer, which termination agreement shall include the assignment to Axial of all of DePuy Spine, Inc.’s, DePuy, Inc.’s and ▇▇▇▇▇▇▇ & Johnson’s right, title and interest in and to the DePuy Assets (the “PLP to OCC Supply DePuy Termination Agreement”); (viixii) an a termination agreement among by and between Seller and Bioventus terminating the Company ▇▇▇▇▇ & Nephew Co-Marketing Agreement and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary▇▇▇▇▇ & Nephew Option Agreement, in the a form attached hereto as Exhibit F reasonably acceptable to Seller and Buyer (the “SMP to PLP Supply ▇▇▇▇▇ & Nephew Termination Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) a termination agreement by and between Seller and Affiliated Genetics, Inc. terminating the AGI Agreement in a form reasonably acceptable to Seller and Buyer (the “AGI Termination Agreement”); (xiv) All payoff letters, Uniform Commercial Code termination statements, assignments and Lien releases and other instruments and documents, executed by each respective secured party (and countersigned by Seller, if applicable) in form reasonably acceptable to Buyer and suitable for recording, terminating and releasing all other documents Liens and instruments all financing statements filed of record in any jurisdiction and evidencing any security interest in any of the Assets, except for the releases set forth on Schedule 2.4(a)(xiv) (such excepted releases, the “Deferred Releases”); (xv) Copies of all Deferred Releases delivered to the Escrow Agent; (xvi) (X) an audited balance sheet, income statement and statement of cash flows of Seller as of, and for each of the years ended, December 31, 2010 and December 31, 2011, in each case prepared in accordance with GAAP (collectively, the “Audited Financial Statements”), and (Y) an unaudited balance sheet, income statement and statement of cash flows of Seller as of, and for the six (6) month period ended, June 30, 2012 and an unaudited income statement and statement of cash flows of Seller as of, and for the six (6) month period ended, June 30, 2011, in each case prepared in accordance with GAAP (collectively, the “June Financial Statements”); (xvii) a consent, executed by Seller’s independent registered accounting firm (the “Auditor”) in form reasonably requested acceptable to Buyer, permitting Buyer to include the Auditor’s executed audit reports for the Audited Financial Statements, in Buyer’s filings with the SEC (the “Consent”); and (xviii) a counterpart signature page to an Equipment Lease Agreement between Seller and Buyer substantially in the form of EXHIBIT F hereto, subject to approval by Purchaser to be delivered by Seller to Purchaser at the ClosingOxford Finance. (b) At the Closing, Purchaser Buyer shall deliver deliver, or cause to be delivered, to Seller the followingfollowing items, each (where applicable) properly executed: (i) the Closing Date Payment to Seller by wire transfer of immediately available fundsConsideration, to an account or accounts designated by Seller paid in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Dateaccordance with Section 2.1(c); (ii) payment to Seller a certificate, dated as of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date, executed by the corporate secretary of Buyer, in form and substance reasonably satisfactory to Seller, certifying as to (X) the approval of the board of directors of Buyer approving the transactions contemplated by the Transaction Documents, and (Y) the incumbency, signature and authority of the officers of Buyer authorized to execute and perform the Transaction Documents; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreementa certificate, duly executed by Purchaser, which shall be in full force and effect dated as of the Closing Date, executed by an authorized officer of Buyer, in form and substance satisfactory to Seller, certifying fulfillment of the matters referred to in Sections 5.2(a) and (b); andand 16 (viv) counterpart signature pages to the documents referenced in Section 2.4(a)(v), (vi), (vii) and (xviii). (c) At the Closing, the Escrow Agent shall have received all Deferred Releases, executed by each respective secured party in form reasonably acceptable to Buyer and suitable for recording, terminating and releasing all Liens and all financing statements filed of record in any jurisdiction and evidencing any security interest in any of the Assets. (d) In connection with and following the Closing, Buyer and Seller shall execute and deliver to each other such other documents and instruments agreements as may be reasonably requested by Seller necessary and desirable to be delivered by Purchaser to Seller at consummate the Closingtransactions contemplated hereby.

Deliveries at Closing. (aA) At the Closing, Purchaser shall deliver to Seller: (i) that portion of the Purchase Price as set forth in Section 1.2(A) above in immediate available funds; (ii) duly executed Notes; and (iii) a copy of the resolutions or minutes of the Members and/ or Managers of Purchaser containing the authorization of the execution, delivery and performance of this Agreement. (B) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the followingPurchaser: (i) the Certificate of Merger, a duly executed bill of sale (or a Bill of Sa▇▇ ▇or Phase One a▇▇ ▇ Bill of Sale for Phase Two, a▇ ▇▇scribed in Section 2.4), assignment and assumption agreement in the forms annexed hereto as Exhibits "C" and "D", transferring to Purchaser all interests of Seller in and to the Assets to be acquired by Purchaser hereunder which are in the Companynature of personal property, including whatever rights Seller has to use the name "The Bagel Club" and all interests of Seller in the agreements and licenses to be transferred to Purchaser hereunder; (ii) certificate(s) representing a certificate of an authorized officer of Seller certifying to the Shares owned accuracy of the representations and warranties and that Seller has complied in all material respects with all covenants, agreements and conditions required by Seller, free and clear of any Lienthis Agreement; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness a copy of the Company has been paid in full resolutions or minutes of the Board of Directors and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness Shareholders of Seller containing the authorization of the execution, delivery and any officer, director, or Affiliate performance of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)this Agreement; (iv) a non-foreign person affidavit of Seller as required by Section 1445 duly executed assignment of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides lease for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaserproperty located at 20 Commerce Street, in the form attached hereto as Exhibit E Flemi▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (the “PLP to OCC Supply Agreement”▇▇▇ "▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior substantially similar to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Dateattached Exhibit "E"; and (v) all other documents and instruments reasonably requested by Seller a duly executed assignment of the lease for the property of the 1,691 square feet on the first floor of the Hunterdon Medical Center located within the coffee shop where the Hunterdon Medical Center is located at 2100 Wescott Drive, Raritan, ▇▇▇ ▇▇▇▇▇▇ (▇▇▇ "Hunterdon Medical Center Premises"), in form substantially similar to be delivered by Purchaser to Seller at the Closingattached Exhibit "F".

Deliveries at Closing. (ai) At the Closing, Seller shall will deliver or cause to be delivered to Purchaser or Escrow Agent, as the followingcase may be, the following items: (iA) one or more membership certificates evidencing the Certificate of Merger, 3,000,000 Common Units duly executed endorsed in blank or accompanied by irrevocable assignments duly endorsed in blank and sufficient to transfer the Company; (ii) certificate(s) representing the Shares owned by Seller, Common Units to Purchaser free and clear of any Lienall Liens; and (B) the executed Escrow Agreement to Purchaser and Escrow Agent; (iiiC) evidence, in form the executed amended and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially restated employment agreement in the form attached hereto as Exhibit D (the “Escrow Employment Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (viD) an the executed amended and restated non-compete and non-solicitation agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Non-Compete Agreement”); (viiE) an the executed termination and release agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Termination Agreement”); (viiiF) Seller shall use best efforts to obtain an agreement among Purchaser estoppel and Seller which provides for Seller to allow waiver letter (the Company to continue operations in the same form “Cisco Estoppel and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per monthWaiver”), in the form attached hereto and content acceptable to Purchaser, from Cisco Systems, Inc. (“Cisco”), which shall include (i) consent to the transactions contemplated by this Agreement, (ii) a waiver of Cisco’s right to terminate that certain LATAM Systems Integrator Agreement dated as Exhibit G of February 14, 2005 by and between Cisco and the Company (the “PLP Transition Services Cisco Agreement”)) upon the occurrence of a change in control of the Company, and (iii) a representation that the Company and its Subsidiaries are not in breach or default of the terms and conditions of the Cisco Agreement, executed by Cisco; and (ixG) employment agreements, in form such other instruments and substance acceptable documents required to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by effect the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closingtransactions contemplated hereby. (bii) At the Closing, Purchaser shall will deliver to Seller or Escrow Agent, as the followingcase may be, the following items: (iA) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3the manner required under Section 2(b)(i) Business Days prior to the Closing Dateabove; (iiB) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateNote; (iiiC) one or more stock certificates evidencing the Escrow Amount Closing Shares; (D) one or more stock certificates evidencing 1,250,000 shares of eLandia Common Stock to be held by the Escrow Agent on behalf of Sellerunder the Escrow Agreement; (ivE) the executed Escrow Agreement to Seller and Escrow Agent; (F) the executed Termination Agreement, duly executed by Purchaser, which shall be in full force and effect as ; (G) a certified copy of resolutions of the Closing DateBoard of Directors of Purchaser approving the transactions contemplated hereby; and (vH) all such other instruments and documents and instruments reasonably requested by Seller required to be delivered by Purchaser to Seller at effect the Closingtransactions contemplated hereby.

Deliveries at Closing. (a) At or prior to the Closing, in connection with the Newco Formation Contribution and in any event prior to the issuance of the Holdings Contribution Shares contemplated by Section 2.6, Seller shall, or shall cause the Other Sellers to, deliver to Newco or cause to be delivered to Purchaser any Newco Subsidiary, as appropriate, the followingfollowing duly executed documents and other items: (i) a ▇▇▇▇ of Sale substantially in the Certificate form of Merger, duly executed by Exhibit B hereto (the Company“▇▇▇▇ of Sale”); (ii) certificate(s) representing an Assignment and Assumption Agreement substantially in the Shares owned by Seller, free form of Exhibit C hereto (the “Assignment and clear of any LienAssumption Agreement”); (iii) evidence, a Transition Services Agreement substantially in the form and substance reasonably acceptable to Purchaser, that of Exhibit D hereto (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full“Transition Services Agreement”); (iv) a non-foreign person affidavit instruments of Seller as required by Section 1445 of the Code, assignment substantially in the forms attached form of Exhibit E hereto as Exhibit Cfor each issued patent, registered trademark, and registered copyright, and for each pending application therefore, that is included in the Contributed Assets (collectively, the “Intellectual Property Assignments”); (v) an escrow agreement, a DPO Operating Agreement substantially in the form attached of Exhibit F hereto as Exhibit D (the “Escrow DPO Operating Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, a DME Supply Agreement substantially in the form attached of Exhibit G hereto as Exhibit E (the “PLP to OCC DME Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, a China Asset Transfer Agreement substantially in the form attached of Exhibit H hereto as Exhibit F providing for, among other things, payment by Newco or a Newco Subsidiary to a Subsidiary of Seller of an amount of cash expected to be equal to Three Hundred Thousand Dollars ($300,000) at the China Asset Transfer Closing (the “SMP to PLP Supply China Asset Transfer Agreement”); (viii) an agreement among Purchaser a Lease and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, Subcontract Agreement substantially in the form attached of Exhibit I hereto as Exhibit G (the “PLP Transition Services Equistar Lease and Subcontract Agreement”); (ix) a Louvain-La-Neuve Lease substantially in the form of Exhibit J hereto (the “Louvain-La-Neuve Lease”); and (x) a special or limited warranty deed, as customary in the applicable jurisdiction, with respect to each parcel of Owned Real Property. (b) At or prior to the Closing, in connection with the Newco Formation Contribution and in any event prior to the issuance of the Holdings Contribution Shares contemplated by Section 2.6, Newco shall, or shall cause an applicable Newco Subsidiary to, deliver to Seller and the Other Sellers (as applicable) the following duly executed documents and other items: (i) the ▇▇▇▇ of Sale; (ii) the Assignment and Assumption Agreement; (iii) the Transition Services Agreement; (iv) the Intellectual Property Assignments; (v) the DPO Operating Agreement; (vi) the DME Supply Agreement; (vii) the China Asset Transfer Agreement; (viii) the Equistar Lease and Subcontract Agreement; (ix) employment agreementsthe Louvain-La-Neuve Lease; and (x) certificates representing all of the Newco Formation Contribution Units, if such Newco Formation Contribution Units are in certificated form. (c) At the Closing, in connection with the Holdings Formation Contribution, Seller shall deliver to Holdings and, in the case of clauses (i), (ii) and (iv) below, to Buyer, the following duly executed documents and other items: (i) a Securityholders Agreement substantially in the form and substance of Exhibit K hereto, with such changes thereto as requested by equity co-investors of Buyer that are reasonably acceptable to PurchaserSeller, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively consent to which shall not be unreasonably withheld (the “Employment AgreementsSecurityholders Agreement”), ; (ii) an officer’s certificate to the effect that (A) each of the conditions specified in Section 7.1(a) and Section 7.1(b) is satisfied; (B) the resolutions adopted by the board of directors of Seller (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the Related Agreements, as attached to the certificate, were duly adopted at a duly convened meeting of such board or committee, at which shall be a quorum was present and acting throughout or by unanimous written consent, remain in full force and effect as effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) each of Seller’s officers executing this Agreement, each of the Closing DateRelated Agreements and each of the other documents necessary for consummation of the transactions contemplated herein, is an incumbent officer, and each specimen signature on such certificate is a genuine signature; (xiii) resignationsa non-foreign affidavit for Seller, in form and substance reasonably acceptable to Purchaser, effective dated as of the Closing Date, sworn under penalty of each officer perjury and director of the Company; (xi) evidence, in form and substance reasonably acceptable required under Treasury Regulations issued pursuant to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller Section 1445 of the Legal Opinion Payment by Purchaser by wire transfer IRC stating that Seller is not a “foreign person” as defined in Section 1445 of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of SellerIRC; (iv) evidence of the Escrow Agreementreceipt of all third party consents or sublicenses from third parties and notices to or from third parties that are required to be delivered or obtained pursuant to Section 7.1(c) and delivered by Seller; (v) certificates representing all of the Newco Units, duly endorsed or accompanied by stock transfer powers, if such Newco Units in certificated form; (vi) duly executed letters of resignation from each member of the board of managers of Newco and any Newco Subsidiary as well as duly executed letters of resignation from each branch manager of any foreign Newco Subsidiary (with the exception of the branch managers in Korea); (vii) a good standing certificate in respect of Newco certified by Purchaserthe Secretary of State of the State of Delaware, which shall be in full force and effect dated as of a date not more than ten (10) calendar days prior to the Closing Date; and (vviii) all an acknowledgement of the receipt of the Cash Amount in cash. (d) At the Closing, in connection with the Holdings Formation Contribution, Buyer shall deliver to Holdings and, in the case of clauses (i), (ii) and (iii) below, to Seller, the following duly executed documents and other items: (i) the Securityholders Agreement; (ii) an officer’s certificate to the effect that: (A) each of the conditions specified in Section 7.2(a) and Section 7.2(b) are satisfied; (B) the resolutions adopted by the board of managers of Buyer (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the Related Agreements, as attached to the certificate, were duly adopted at a duly convened meeting of such board or committee, at which a quorum was present and acting throughout or by unanimous written consent, remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) each of Buyer’s officers executing this Agreement, each of the Related Agreements and each of the other documents necessary for consummation of the transactions contemplated herein, is an incumbent officer, and instruments reasonably requested by Seller each specimen signature on such certificate is a genuine signature; (iii) evidence of the receipt of all third party consents or sublicenses from third parties and notices to or from third parties that are required to be delivered or obtained pursuant to Section 7.2(c) and delivered by Purchaser Buyer; and (iv) cash in the amount contemplated by Section 2.5(b). (e) At the Closing, in connection with the Holdings Formation Contribution, the Parties shall cause Holdings to deliver to Seller at the following duly executed documents and other items: (i) the Securityholders Agreement; (ii) an acknowledgement of the receipt of the Newco Units; (iii) (A) certificates representing all of the Holdings Contribution Shares to be issued to Seller pursuant to Section 2.6(a); and (B) cash in an amount equal to the Cash Amount; and (iv) a good standing certificate in respect of Holdings certified by the Secretary of State of the State of Delaware, dated as of a date not more than ten (10) calendar days prior to the Closing Date. (f) At the Closing, in connection with the Holdings Formation Contribution, the Parties shall cause Holdings to deliver to Buyer the following duly executed documents and other items: (i) the Securityholders Agreement; (ii) an acknowledgement of the receipt of cash in the amount of the Cash Amount; (iii) certificates representing all of the Holdings Contribution Shares to be issued to Buyer pursuant to Section 2.6(c); and (iv) a good standing certificate in respect of Holdings certified by the Secretary of State of the State of Delaware, dated as of a date not more than ten (10) calendar days prior to the Closing Date.

Deliveries at Closing. (a) At the Closing, Seller shall and Shareholders, as applicable, will deliver or cause the following to be delivered to Purchaser the followingBuyer: (i) the Certificate of Merger, duly executed by the Companyand acknowledged Purchase Agreement; (ii) certificate(s) representing duly executed and acknowledged Bill of Sale transferring the Shares owned by SellerAssets, free and clear in substantially ▇▇▇ form attached hereto as Exhibit B (the "Bill of any LienSale"); (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness duly executed certificates of ▇▇▇▇e for the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Vehicles; (iv) a non-foreign person affidavit duly executed and acknowledged Assignment and Assumption of Seller as required by Section 1445 of the CodeAncillary Agreements and Liabilities, in substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D C, (the “"Assignment and Assumption of Ancillary Agreements") whereby Seller will assign to Buyer all of Seller' rights in and interests under the Ancillary Agreements, or those contracts or agreements entered into after the date hereof in accordance with the terms hereof, together with any third party consents that may be required pursuant thereto, and Buyer will assume the Ancillary Agreements and the Assumed Liabilities; (v) the Escrow Agreement”Agreement (as defined in Section 1.11 below), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Non-Compete Agreement (as defined in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”Section 3.9 below); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, License Agreement (as defined in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”Section 3.11 below); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations Lease Agreement (as defined in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”Section 4.6 below); and; (ix) employment agreements, the Supply Agreement (as defined in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”Section 5.7 below), each of which shall be in full force and effect as of the Closing Date; (x) resignations, a Closing Certificate as to the matters specified in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the CompanySections 5.1 - 5.3 hereof; (xi) evidencea Secretary's Certificate of Seller certifying (A) its Articles of Incorporation, in form (B) its Bylaws and substance reasonably acceptable to Purchaser, that all Material Consents (C) resolutions adopted by its shareholders and all necessary Consents the Board of any Governmental Authority have been obtained or madeDirectors authorizing the transactions contemplated hereby; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all such other documents and instruments as may be reasonably requested by Purchaser necessary to be delivered by Seller to Purchaser at effect the Closingtransactions contemplated hereby. (b) At the Closing, Purchaser shall Buyer will deliver the followingfollowing to Seller or applicable officers of Seller, as the case may be: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateCash Consideration; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateEscrow Agreement; (iii) the Escrow Amount to the Escrow Agent on behalf of Sellerduly executed and acknowledged Purchase Agreement; (iv) the duly executed and acknowledged Assignment and Assumption of Ancillary Agreements and Liabilities; (v) duly executed and acknowledged Escrow Agreement, ; (vi) duly executed and acknowledged License Agreement; (vii) duly executed and acknowledged Supply Agreement; (viii) duly executed and acknowledged Lease Agreement; (ix) a Closing Certificate as to the matters specified in Sections 6.1 - 6.3 hereof; (x) a Secretary's Certificate of Buyer certifying (A) its Articles of Incorporation, (B) its Bylaws and (C) resolutions adopted by Purchaser, which shall be in full force and effect as its Board of Directors authorizing the Closing Datetransactions contemplated hereby; and (vxi) all such other documents and instruments as may be reasonably requested by Seller necessary to be delivered by Purchaser to Seller at effect the Closingtransactions contemplated hereby.

Deliveries at Closing. At the Closing Time: (a) At the Closing, Seller Purchaser shall issue the Consideration Shares to the Vendor and provide the Vendor with a copy of the share certificate representing the Consideration Shares and a copy of the securities' register of the Purchaser evidencing such issuance; (b) the Vendor shall deliver to the Purchaser share certificates representing the Shares, duly endorsed in blank for transfer, or cause accompanied by irrevocable security transfer powers of attorney duly executed in blank; (c) the Vendor shall deliver to be delivered to the Purchaser the following:following (if applicable, in form and substance satisfactory to the Purchaser, acting reasonably): (i) certified copies of the Certificate resolutions of Merger, duly executed the board of directors of the Vendor authorizing entering into and completion of the transactions contemplated by the Companythis Agreement; (ii) certificate(s) representing certified copies of the resolutions of the board of directors of Cannahealth authorizing transfer of the Shares owned by Seller, free and clear of any Liento the Purchaser; (iii) evidencea certificate of status (or equivalent) with respect to the Vendor and each Corporation, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed issued by the Company has been paid appropriate Governmental Authority in full; provided the occurrence their respective jurisdictions of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)incorporation; (iv) a non-foreign person affidavit resignation of Seller each director, officer, and employee (as required by Section 1445 applicable) of each of the CodeCorporations, substantially in except to the forms attached hereto extent such person is a director, officer, and employee of the Purchaser as Exhibit Cof the date hereof; (v) a release by the Vendor in favour of each of the Corporations for any and all claims that the Vendor may have against any of the Corporations; (vi) the minute book for each of the Corporations; (vii) an escrow executed copy of the investor rights agreement, substantially in the form attached hereto as Exhibit D Schedule "C" (the “Escrow "Investor Rights Agreement”"); (viii) such other documents as may reasonably be requested by the Purchaser in order to complete the transactions contemplated herein. (d) the Purchaser shall deliver to the Vendor the following (if applicable, duly executed in form and substance satisfactory to the Vendor, acting reasonably): (i) certified copies of the resolutions of the board of directors of the Purchaser authorizing the entering into and completion of the transactions contemplated by Sellerthis Agreement, which shall be including issuance of the Consideration Shares; (ii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser, issued by the appropriate Governmental Authority in full force its jurisdiction of incorporation; (iii) a release by each of the Corporations in favour of the Vendor for any and effect all claims that any of the Corporations may have against the Vendor as of at the Closing Date; (viiv) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees copy of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Investor Rights Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all such other documents and instruments as may reasonably be requested by Seller the Vendor in order to be delivered by Purchaser to Seller at complete the Closingtransactions contemplated hereon.

Deliveries at Closing. (a) At the Closing, Seller the parties shall deliver make the deliveries described below, provided that the obligation of each to do so shall depend upon the performance by the other party of its obligations hereunder. (a) The Sellers shall deliver, or cause to be delivered delivered, to the Purchaser the following:following documents and certificates (which shall be in form and substance reasonably satisfactory to the Purchaser): (i) the Certificate of Mergercertificates representing the Shares, duly executed by the Companyendorsed for transfer; (ii) certificate(s) representing the Shares owned by Seller, free and clear an opinion of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, counsel substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing DateA; (viiii) an employment agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, substantially in the form attached hereto as Exhibit E B executed by RMY (the “PLP to OCC Supply "Employment Agreement”"); (viiiv) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, a Non-Compete Agreement substantially in the form attached hereto as Exhibit F C executed by RTL (the “SMP to PLP Supply "Non- Compete Agreement”"); (viiiv) an agreement among Purchaser executed UCC-3 termination statements (the "UCC Terminations"), in form suitable for filing with the Nevada Secretary of State, terminating the UCC-1's on file that identify Bobby's Pawnshop, Inc. and RTL as Debtor and Welt Family Trust as Secured Party; (vi) a letter, in form satisfactory to Purchaser, and in compliance with Nevada law, whereby the spouse of each Seller which provides for Seller to allow the Company to continue operations shall release and waive any and all interest she may have in the same form transfer of the Shares, including a release and manner as it operated waiver of any community property interest that each such spouse may have in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Shares or the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ixvii) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all such other documents and instruments as may be reasonably requested by Purchaser necessary to be delivered by Seller to Purchaser at consummate the Closingtransactions contemplated hereby. (b) At the Closing, The Purchaser shall deliver to the Sellers the following: (i) the Closing Date Payment to Seller by a certified check or cashier's check or wire transfer in the amount of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DatePurchase Price as adjusted; (ii) payment to Seller of the Legal Opinion Payment Employment Agreement executed by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DatePurchaser; (iii) the Escrow Amount to Note and the Escrow Agent on behalf of Seller;Capital Note, marked as cancelled; and (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all such other documents and instruments as may be reasonably requested by Seller necessary to be delivered by Purchaser to Seller at consummate the Closingtransactions contemplated hereby.

Deliveries at Closing. (a) At the Closing, Seller shall Sellers will deliver or cause to be delivered to Purchaser NaviSite the following:following (collectively, the “Sellers Deliverables”): (i) the Certificate executed copies of Mergerall consents, duly executed by the Companyapprovals and authorizations of any Governmental Authority set forth in Schedule 2.5; (ii) certificate(sexecuted copies of all other consents set forth in Schedule 6.3(a) representing (the Shares owned by Seller, free and clear of any Lien“Necessary Consents”); (iii) evidencethe Escrow Agreement, in form executed by Sellers and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Escrow Agent; (iv) a nonNon-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially Competition and Non-Solicitation Agreement in the forms attached form of Exhibit B hereto as Exhibit C(the “Non-Competition Agreement”), executed by Sellers and the other parties thereto; (v) an escrow agreement, substantially a Sublease Agreement in the form attached of Exhibit C hereto as Exhibit D (the “Escrow AgreementSublease”), duly executed by Seller, which shall be in full force and effect as of the Closing DateSellers; (vi) an assignment and assumption agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached of Exhibit D hereto as Exhibit E (the “PLP to OCC Supply Assignment and Assumption Agreement”), executed by Sellers; (vii) an agreement among any assignment documents necessary to transfer ownership of the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F Intellectual Property Assets to Buyer (the “SMP to PLP Supply AgreementIP Assignment Documents”), executed by Sellers; (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period b▇▇▇ of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, sale in the form attached of Exhibit E hereto as Exhibit G (the “PLP Transition Services B▇▇▇ of Sale” and collectively with the Escrow Agreement, Non-Competition Agreement, Sublease, IP Assignment Documents and Assignment and Assumption Agreement, the “Ancillary Agreements”); and, executed by Sellers; (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees certificates of good standing of each of the Company listed on Exhibit H attached heretoSellers, respectively (the “Employment Agreements”), each of which shall be in full force and effect dated as of a recent date, from the Closing DateMaryland State Department of Assessments and Taxation, and similar certificates of the appropriate state agencies of each other state in which Sellers are qualified to do business; (x) resignations, in form certificates signed by the Secretary of each Seller and substance reasonably acceptable to Purchaser, effective dated as of the Closing Date, as to the incumbency of each officer of each Seller executing this Agreement and director the other agreements being delivered pursuant hereto, and certifying the effectiveness, accuracy and completeness of the Companycopies attached to such certificate of resolutions duly adopted by each Seller’s board and its holders of membership interests, authorizing the execution and delivery of this Agreement and the Ancillary Agreements by each Seller, and the performance by each Seller of its respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (xi) evidenceUCC Termination Statements and such other releases as NaviSite may reasonably request, duly completed and executed by each person having any security interest, lien, claim or other encumbrances or adverse interests in or on any of the Purchased Assets, in form and substance reasonably acceptable order to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or madeevidence the termination thereof; (xii) a legal opinion the transition services agreement (the “Transition Services Agreement”) executed by Seller’s counsel the Sellers, in the form attached hereto as of Exhibit I (“Legal Opinion of Seller’s Counsel”)F hereto; (xiii) each of the certificates, instruments and other documents required to be delivered to NaviSite at the Closing pursuant to Section 6.2 hereof; (xiv) in electronic form to a computer(s) or server(s) designated by NaviSite, by remote telecommunication, all Intangible Property Rights; and (xv) such other documents and instruments as NaviSite or NaviSite’s counsel may reasonably requested by Purchaser request to be delivered by Seller to Purchaser at better evidence or effectuate the Closingtransactions contemplated hereby. (b) At the Closing, Purchaser shall Buyer or Parent, as applicable, will deliver or cause to be delivered to Sellers the following:following (collectively, the “NaviSite Deliverables”): (i) evidence of deposit with the Closing Date Payment to Seller by wire transfer Escrow Agent of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateEscrowed Funds; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DatePayment; (iii) the Escrow Amount to the Escrow Agent on behalf executed copies of Sellerall consents, approvals and authorizations of any Governmental Authority set forth in Schedule 3.3; (iv) the Escrow Agreement, duly executed by PurchaserNaviSite and the Escrow Agent; (v) the B▇▇▇ of Sale, which shall be in full force executed by NaviSite; (vi) the Assignment and effect Assumption Agreement, executed by NaviSite; (vii) the Sublease, executed by NaviSite; (viii) the Transition Services Agreement, executed by NaviSite; (ix) certificates of good standing of each of Buyer and the Parent, dated as of a recent date, from the Secretary of State of the State of Delaware; (x) certificates signed by the Secretary of each of Buyer and Patent dated as of the Closing Date, as to the incumbency of each officer of each Buyer and Parent executing this Agreement and the other agreements being delivered pursuant hereto, and certifying the effectiveness, accuracy and completeness of the copies attached to such certificate of resolutions duly adopted by each Buyer’s and Parent’s board, authorizing the execution and delivery of this Agreement and the Ancillary Agreements by each of Buyer and Parent, and the performance by each of Buyer and Parent of its respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (xi) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 6.1 hereof; and (vxii) all such other documents and instruments as Sellers or Sellers’ counsel may reasonably requested by Seller request to be delivered by Purchaser to Seller at better evidence or effectuate the Closingtransactions contemplated hereby.

Deliveries at Closing. At each Closing the Company shall deliver to the Purchasers: (a) At the Closingoriginal of this Agreement; (b) Bridge Notes in definitive form with attached Repricing Warrants, Seller shall deliver registered in the name of each Purchaser, or cause to be delivered to Purchaser the following:designee of such Purchaser, representing the Purchased Bridge Notes purchased by such Purchaser; (c) Warrants in definitive form, registered in the name of each Purchaser, or the designee of such Purchaser; (d) Callable Warrants in definitive form, registered in the name of each Purchaser, or the designee of such Purchaser; (e) a copy of the Registration Rights Agreement; (f) a copy of the Escrow Agreement in substantially the form of EXHIBIT E hereto (the "ESCROW AGREEMENT"); (g) a Guaranty Agreement executed by each of the Company and its parent, The Global Tracker Corporation, a Canadian corporation, as guarantor thereunder (the "PARENT GUARANTY"); (h) a Security Agreement executed by The Global Tracker Corporation, which is giving a security interest in all its assets as additional security for the Bridge Notes issued hereunder; (i) the Certificate of Merger, duly a Guaranty Agreement executed by the CompanyCompany and Jay S. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇arantor thereunder and an accompanying Stock Pledge Agreement executed by Jay S. ▇▇▇▇▇▇▇▇ ▇▇ ▇ledgor of certain shares or rights to acquire shares of Common Stock of the Company for a particular Closing; (iij) certificate(sa Guaranty Agreement executed by the Company and Bruce ▇. ▇▇▇▇▇ ▇▇ ▇▇arantor thereunder and an accompanying Stock Pledge Agreement executed by Bruce ▇. ▇▇▇▇▇ ▇▇ pledgor of certain shares or rights to acquire shares of Common Stock of the Company (the shares and option rights pledged by each of Stulbe▇▇ ▇▇▇ Lewis ▇▇▇ hereinafter referred to as the "FIRST CLOSING PLEDGED SHARES") for a particular Closing, along with share certificates representing the Shares owned by Seller, free and clear of any LienPledged Shares; (iiik) evidencea copy of the opinion of counsel to the Company, in substantially the form and substance reasonably acceptable to Purchaser, that of EXHIBIT F hereto; (Al) all Indebtedness a copy of the Company has been paid Irrevocable Transfer Agent Instructions, in full and all Liens except Permitted Liens in connection therewith have been terminated and substantially the form of EXHIBIT G hereto, (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full"TRANSFER AGENT INSTRUCTIONS"); (ivm) a non-foreign person affidavit of Seller as required by Section 1445 the Compliance Certificate of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D Company (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”"COMPLIANCE CERTIFICATE"); and (ixn) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees Secretary Certificate of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”"SECRETARY CERTIFICATE"), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, Seller Buyer shall deliver deliver, or cause to be delivered delivered, to Purchaser the following: Sellers (i) by wire transfer of immediately available same day funds in dollars to MSRA at an account designated by MSRA, an amount equal to the Certificate of Merger, duly executed by the Company; Estimated Purchase Price and (ii) certificate(sthe officer's certificates contemplated by Section 8.02(a) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in fullb); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser Sellers shall deliver the followingdeliver, or cause to be delivered, to Buyer: (i) one or more certificates representing all of the Closing Date Payment shares of capital stock of each of the Subject Companies, and in the case of the SRI Capital Stock a duly executed Stock Certificate endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer so as to Seller by wire transfer of immediately available funds, and assign to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior Buyer good and valid title to the Closing Date; SRI Capital Stock free and clear of all Liens and to constitute Buyer the sole record and beneficial owner thereof; (ii) payment all such other documents (including any necessary waivers or consents) as may be required to Seller enable Buyer and/or its nominee to be registered as the holder(s) of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; SRI Capital Stock; (iii) a letter of resignation in a form reasonably acceptable to Buyer duly executed by each of the Escrow Amount directors of each of the Subject Companies required to the Escrow Agent on behalf of Seller; resign by Buyer; (iv) the Escrow Agreement, a letter of resignation in a form reasonably acceptable to Buyer duly executed by Purchasereach of the officers of each of the Subject Companies required to resign by Buyer; (v) the officer's certificates contemplated by Section 8.03(a) and (b); (vi) the corporate minute books for each of the Subject Companies; (vii) a certificate (in form and substance reasonably satisfactory to Buyer) that, which shall be in full force and effect as of the Closing Date, MSRA is not a foreign person within the meaning of section 1445 of the Code and the Treasury Regulations thereunder, such certificate to be substantially in the form described in Treasury Regulations section 1.1445-2(b)(2)(iii)(B); and and (vviii) all any other documents and instruments reasonably requested by Seller required to be delivered by Purchaser to Seller Sellers at the ClosingClosing under this Agreement.

Deliveries at Closing. (a) At the Closing, Closing Seller shall execute and deliver or cause to be delivered to Purchaser Buyer the following: (i) a ▇▇▇▇ of sale, dated the Certificate date of Merger, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreementClosing, substantially in the form attached hereto as Exhibit D A (the “Escrow Agreement”), duly executed by Seller, which shall be "▇▇▇▇ of Sale") in full force and effect as respect of the Closing DateAircraft; (viii) an agreement among Purchasera ▇▇▇▇ of sale, Seller and Company which provides for dated the private label manufacturing date of Fiberguard® family of products by Seller for Company and PurchaserClosing, in the form attached hereto as Exhibit E required for recording with the Federal Aviation Administration ("FAA ▇▇▇▇ of Sale") in respect of the “PLP to OCC Supply Agreement”)Aircraft; (viiiii) a certificate of incumbency of Seller signed by the Secretary or an Assistant Secretary of Seller, which certificate shall certify the names of the officers of Seller authorized to execute this Agreement and any related agreement among the Company and Seller which provides for the continued purchase from Company byon behalf of Seller, and sale together with specimen signatures of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”)officers; and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xiiiv) a legal opinion by Seller’s counsel lease termination agreement, dated the date of Closing, substantially in the form attached of Exhibit C hereto (the "Lease Termination Agreement"), with respect to the Aircraft Lease Agreement dated as Exhibit I of October 22, 1992 between Seller and Buyer (“Legal Opinion of Seller’s Counsel”as amended, modified and supplemented, the "Lease"); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser Closing Buyer shall deliver to Seller the following: (i) payment of the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller Purchase Price as provided in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateSection 2 hereof; (ii) payment to Seller a certificate of delivery and acceptance of the Legal Opinion Payment Aircraft and the Records in the form of Exhibit B (the "Certificate of Acceptance") duly executed and delivered by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateBuyer; (iii) a copy of all corporate proceedings of Buyer, certified by the Escrow Amount Secretary or an Assistant Secretary of Buyer, evidencing that all action required to be taken in connection with the Escrow Agent authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby has been duly taken, and a certificate of incumbency of Buyer signed by the Secretary or an Assistant Secretary of Buyer, which certificate shall certify the names of the officers of Buyer authorized to execute this Agreement and any related agreement on behalf of SellerBuyer, together with specimen signatures of such officers; (iv) evidence reasonably satisfactory to Seller as to Buyer's compliance with the Escrow Agreement, duly executed by Purchaser, which shall be covenant set forth in full force and effect as the last sentence of the Closing DateSection 11(c) hereof; and (v) all other documents the Lease Termination Agreement, duly executed and instruments reasonably requested delivered by Buyer. The taking by each of Seller and Buyer of the actions to be delivered taken by Purchaser to Seller at such party in this Section 5 on the date of Closing shall constitute a reaffirmation by such party that its representations and warranties set forth in this Agreement are true and correct on and as of the date of Closing.

Deliveries at Closing. At the Closing: (a) At the ClosingSeller shall, and Parent shall cause Seller shall to, deliver or cause to be delivered to Purchaser Purchaser, the following: (i) the Certificate a B▇▇▇ of MergerSale, duly executed by Seller and Parent, in substantially the Companyform attached hereto as Exhibit B (the “B▇▇▇ of Sale”); (ii) certificate(s) representing an Assignment and Assumption Agreement, duly executed by Seller and Parent, in substantially the Shares owned by Seller, free form attached hereto as Exhibit C (the “Assignment and clear of any LienAssumption Agreement”); (iii) evidencea Power of Attorney from Seller, duly executed by Seller and duly notarized, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow AgreementPower of Attorney”); (iv) a Pharmacy Letter from each pharmacy of Seller, each duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaserduly notarized, in substantially the form attached hereto as Exhibit E (the “PLP to OCC Supply AgreementPharmacy Letter”); (v) releases, in form and substance reasonably satisfactory to Purchaser, evidencing discharge, removal and termination of all Liens (other than Permitted Liens) to which any Transferred Assets being conveyed at the Closing are subject, which releases shall be effective at or prior to the Closing; (vi) the officer’s certificate referenced in Section 5.4(c) hereto; (vii) an agreement among a certification from Seller in accordance with United States Treasury Regulation Section 1.1445-2(b)(2)(i) and in the Company form provided in United States Treasury Regulation Section 1.1445-2(b)(2)(iii)(B) (the “FIRPTA Certificate”); (viii) Certificates of Title to the Motor Vehicles, duly endorsed, completed and acknowledged for transfer; (ix) copies of the “pay-off” letters in connection with the repayment of the indebtedness of Seller which provides for pursuant to Section 8.19(a) and Section 8.20 hereto and the continued purchase from Company byletters confirming that all Liens relating to such indebtedness will be removed effective upon payment of the amount set forth in the pay-off letters; (x) a Trademark Assignment Agreement, duly executed by Seller and sale of datacom products by, the Seller’s Brazilian subsidiaryParent and duly notarized, in substantially the form attached hereto as Exhibit F (the “SMP to PLP Supply Trademark Assignment Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, the Employment Agreements contemplated in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or madeSection 5.4(l) hereto; (xii) a legal opinion by Seller’s counsel the Non-Competition Agreements contemplated in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”);Section 5.4(m) hereto; and (xiii) all such other duly executed documents and instruments reasonably requested by Purchaser certificates as may be required to be delivered by Seller pursuant to the terms of this Agreement or as may be reasonably requested by Purchaser at prior to the Closing. (b) At Parent shall deliver, or cause to be delivered to Purchaser, the following: (i) the certificates referenced in Section 5.4(d) hereto; and (ii) such other duly executed documents and certificates as may be required to be delivered by Parent pursuant to the terms of this Agreement or as may be reasonably requested by Purchaser prior to the Closing, . (c) Purchaser shall deliver deliver, or cause to be delivered to Seller, the following: (i) the Closing Date Cash Payment to Seller by wire transfer of immediately available funds, funds to an the account or accounts of Seller designated by Seller in a written notice delivered to Purchaser no later than three twenty-four (324) Business Days hours prior to the Closing DateClosing; (ii) payment to Seller the B▇▇▇ of the Legal Opinion Payment Sale, duly executed by Purchaser by wire transfer (or any wholly owned, direct or indirect subsidiaries of immediately available funds, Purchaser to which an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateAssumed Contract is assigned); (iii) the Escrow Amount Assignment and Assumption Agreement, duly executed by Purchaser (or any wholly owned, direct or indirect subsidiaries of Purchaser to the Escrow Agent on behalf of Sellerwhich an Assumed Contract is assigned); (iv) the Escrow Power of Attorney, duly executed by Purchaser; (v) the officer’s certificate referenced in Section 5.5(c) hereto; (vi) the Trademark Assignment Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (vvii) all such other duly executed documents and instruments reasonably requested by Seller certificates as may be required to be delivered by Purchaser pursuant to the terms of this Agreement or as may be reasonably requested by Seller at prior to the Closing. (d) Purchaser shall deliver, or cause to be delivered to Parent, the following: (i) the officer’s certificate referenced in Section 5.5(c) hereto; and (ii) such other duly executed documents and certificates as may be required to be delivered by Purchaser pursuant to the terms of this Agreement or as may be reasonably requested by Parent prior to the Closing.

Deliveries at Closing. At the Closing: (a) At the Closing, Seller STMA shall deliver or cause to be delivered Pulau a certificate executed by an officer of STMA with knowledge of the facts set forth to Purchaser the followingeffect that: (i1) all corporate and other proceedings or actions required to be taken by STMA in connection with the Certificate of Merger, duly executed transactions contemplated by the Companythis Agreement have been taken; (ii2) certificate(sthose consents or approvals, or effective waivers thereof, to or of assignment, of those persons listed in Schedule 4.3(a)(2) representing the Shares owned by Seller, free and clear of any Lienhereto have been obtained; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A3) all Indebtedness requisite governmental approvals and authorizations necessary for consummation by STMA of the Company has been paid in full and all Liens except Permitted Liens in connection therewith transactions contemplated hereby have been terminated and (B) all Indebtedness of Seller and any officer, director, duly issued or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”)granted; and (ix4) employment agreementsthere has not been issued, and there shall not be in form and substance acceptable to Purchasereffect, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed any injunction or similar legal order prohibiting or restraining consummation by the employees STMA of any of the Company listed on Exhibit H attached heretotransactions herein contemplated, respectively (the “Employment Agreements”)and no legal or governmental action, each of proceeding or investigation which shall might reasonably be expected to result in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained such injunction or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closingorder is pending. (b) At the Closing, Purchaser STMA shall deliver the followingto Pulau: (i1) an executed ▇▇▇▇ of Sale in the Closing Date Payment form set forth as Annex 2 hereto conveying the owned personal property included in the Acquired Assets; and (2) copies of customer warranties as provided in Section 2.3(a) hereof. (c) All documents reflecting any actions taken, received or delivered by STMA pursuant to Seller Sections 4.3(a) and 4.3(b) hereof shall be reasonably satisfactory in form and substance to Pulau. (d) Pulau shall deliver to STMA a certificate executed by wire transfer an executive officer of immediately available funds, Pulau with knowledge of the facts set forth to an account the effect that: (1) all corporate and other proceedings required to be taken by Pulau in connection with the transactions contemplated by this Agreement have been taken; (2) all requisite governmental approvals and authorizations necessary for consummation by Pulau of the transactions contemplated hereby have been duly issued or accounts designated by Seller in a written notice delivered to Purchaser no later than three granted; and (3) Business Days prior there has not been issued, and there is not in effect, any injunction or similar legal order prohibiting or restraining consummation by Pulau of any of the transactions herein contemplated, and no legal or governmental action, proceeding or investigation which might reasonably be expected to the Closing Date;result in any such injunction or order is pending. (iie) payment Pulau shall deliver to Seller STMA: (1) the cash portion of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, Purchase Price to an account or accounts designated by Seller in a written notice be delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v2) all other the purchase order referred to in Section 2.7 hereof. (f) All documents and instruments reasonably requested by Seller to be reflecting any actions taken, received or delivered by Purchaser Pulau pursuant to Seller at the ClosingSections 4.3(d) and 4.3(e) hereof shall be reasonably satisfactory in form and substance to STMA.

Deliveries at Closing. (a) At the ClosingClosing (or prior to the Closing where indicated), Seller shall take all steps necessary in accordance with the terms of this Agreement to place the Company in possession or control of the Business and the Transferred Assets and execute (where applicable) and deliver or cause to be delivered to Purchaser the following, each of which is subject to the delivery of each other of the following deliveries: (i) an executed copy of a ▇▇▇▇ of sale in substantially the Certificate form appended hereto as Exhibit A (the “▇▇▇▇ of Merger, duly executed by the CompanySale”); (ii) certificate(s) representing an executed copy of a general assignment and assumption of Liabilities in substantially the Shares owned by Seller, free form appended hereto as Exhibit B (the “Assignment and clear Assumption Agreement”); Table of any Lien;Contents (iii) evidence, an executed copy of an intellectual property assignment agreement in substantially the form and substance reasonably acceptable to Purchaser, that appended hereto as Exhibit C (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full“IP Assignment Agreement”); (iv) executed copies of such other instruments and agreements as may be required to effect the contribution, transfer, assignment, conveyance and delivery of the Transferred Assets, and the assumption of the Assumed Liabilities; and (v) a duly executed certificate of non-foreign person affidavit status of Seller as required by in accordance with Section 1445 of the Code, substantially in Code and the forms attached hereto as Exhibit C; (v) an escrow agreement, Treasury Regulations promulgated thereunder substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing.D. (b) At the Closing, Purchaser the Company shall deliver the followingexecute (where applicable) and deliver: (i) an executed copy of the Closing Date Payment to Seller by wire transfer ▇▇▇▇ of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateSale; (ii) payment to Seller an executed copy of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateAssignment and Assumption Agreement; (iii) an executed copy of the Escrow Amount to the Escrow Agent on behalf of SellerIP Assignment Agreement; (iv) executed copies of such other instruments and agreements as may be required to effect the Escrow Agreementcontribution, duly executed by Purchasertransfer, which shall be in full force assignment, conveyance and effect as delivery of the Closing DateTransferred Assets, and the assumption of the Assumed Liabilities; and (v) all other documents solely to the extent required by applicable Law, to Seller, a document executed by the Company and instruments reasonably requested by Seller each Business Employee who is an Offered Employee, pursuant to which such Business Employee agrees (a) to be delivered employed by Purchaser the Company or an Affiliate thereof and (b) to Seller at the Closingtransfer of such Transferred Employee’s Assumed Employee Liabilities to the Company.

Deliveries at Closing. (a) At the Closing, Seller shall the Contributors, as applicable, will, or will cause their respective applicable Subsidiaries to, deliver or cause to be delivered to Purchaser the followingCFI and OP: (i) documents and instruments, reasonably satisfactory to CFI and OP, evidencing the Certificate completion of Mergerthe CC Pre-Closing Contribution other than with respect to (i) obtaining any Consents relating to the CC Contributed Assets (which, duly executed for the avoidance of doubt, shall, following Closing, be addressed in the manner contemplated by the CompanySection 2.3) and (ii) effecting any Transfer Documents under local Laws pursuant to Section 2.4; (ii) certificate(s) representing Investment Management Agreement, between CRM and CC, in the Shares owned form attached hereto as Exhibit K (the “CRM Investment Management Agreement”), duly executed by Seller, free CRM and clear of any LienCC; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness an Assignment of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreementMember Interests, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”)L, duly executed by Sellereach Contributor, which shall be providing for the admission of OP (i) as the sole member in full force place of CC and effect CCH of NewCo, as evidence of the Closing DateCC’s and CCH’s contribution of NewCo Interests to OP, (ii) as a member in place of FHB LLC of CRP, as evidence of FHB LLC’s contribution of CRP Interests to OP and (iii) as a member in place of ▇▇▇▇▇▇▇▇ of CRM, as evidence of ▇▇▇▇▇▇▇▇’▇ contribution of CRM Interests to OP; (viiv) an agreement among Purchaser, Seller and Company which provides for a counterpart of the private label manufacturing of Fiberguard® family of products by Seller for Company and PurchaserTrademark License Agreement, in the form attached hereto as Exhibit E M (the “PLP to OCC Supply CAH License Agreement”), duly executed by Colony AH Member LLC; (viiv) an agreement among the Amended and Restated Limited Liability Company and Seller which provides for the continued purchase from Company by, and sale Agreement of datacom products by, the Seller’s Brazilian subsidiaryOP, in the form attached hereto as Exhibit F N (the “SMP to PLP Supply OP LLC Agreement”), duly executed by the Contributors, as new members; (vi) if applicable under Section 2.5, the CIML Investment Management Agreement, duly executed by CC (or an Affiliate thereof designated by CC); (viiivii) an agreement among Purchaser and Seller which provides a certificate of non-foreign status of each Contributor (or, if relevant, its sole owner for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s AlbemarleU.S. federal income tax purposes), North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, substantially in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”set forth in Treas. Regs. Sec. 1.1445-2(b); and (ixviii) employment agreementssuch other typical and customary certificates, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments as CFI and OP may reasonably requested by Purchaser request related to be delivered by Seller to Purchaser at (i) the ClosingCC Pre-Closing Contribution and (ii) the Contribution. (b) At the Closing, Purchaser shall CFI will, or will cause OP to, as applicable, deliver to the applicable Contributor or Contributors all of the following: (i) documents and instruments, reasonably satisfactory to CC, evidencing the completion of the CFI Pre-Closing Date Payment Contribution other than with respect to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3i) Business Days prior obtaining any Consents relating to the Closing DateCFI Contributed Assets (which, for the avoidance of doubt, shall, following Closing, be addressed in the manner contemplated by Section 2.3) and (ii) effecting any Transfer Documents under local Laws pursuant to Section 2.4; (ii) payment to Seller a certified copy of the Legal Opinion Payment by Purchaser by wire transfer Charter Amendment filed with the State Department of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateAssessments and Taxation of Maryland; (iii) a confirmation executed by an authorized officer of CFI of the Escrow Amount to issuance of the Escrow Agent on behalf of SellerNew Shares in accordance with Section 3.3; (iv) a confirmation executed by the Escrow managing member of OP of the issuance of the New Units in accordance with Section 3.3(b); (v) a counterpart of the CAH License Agreement, duly executed by PurchaserOP; (vi) the OP LLC Agreement, which shall be in full force and effect as of duly executed by CFI; (vii) if applicable under Section 2.5, the Closing DateCIML Investment Management Agreement, duly executed by OP (or an Affiliate thereof designated by OP); and (vviii) all a certificate of non-foreign status of CFI, substantially in the form set forth in Treas. Regs. Sec. 1.1445-2(b); (ix) such other typical and customary certificates, documents and instruments as CC may reasonably requested by Seller request related to be delivered by Purchaser to Seller at the ClosingContribution.

Deliveries at Closing. At or immediately prior to the Closing, subject to the terms and conditions hereof, the following shall occur: (a) At the ClosingIssuer shall deliver, Seller shall deliver or cause to be delivered delivered, to Purchaser Escrow Agent: (i) a certificate of Issuer (A) certifying that the followingAsset Purchase will close concurrent with or immediately following the Closing of the purchase of the Indicated Units hereunder and (B) directing the Escrow Agent to release the Indicated Purchase Price to Issuer for the Indicated Units to be purchased by each Buyer; and (ii) such other documents required by Escrow Agent pursuant to the Escrow Agreement. (b) Escrow Agent shall disburse to Issuer pursuant to the Escrow Agreement the Indicated Purchase Price for the Indicated Units to be purchased by each Buyer. (c) Issuer shall direct S▇▇▇▇▇▇ M▇▇▇▇▇▇▇ H▇▇▇▇▇ LLP to release from escrow to Issuer, GP, QRC and each Buyer, as applicable, those documents held by S▇▇▇▇▇▇ M▇▇▇▇▇▇▇ H▇▇▇▇▇ LLP described in Section 2.4. (d) Issuer and, where applicable, GP and QRC shall deliver, or cause to be delivered, to each Buyer: (i) the Certificate Indicated Units to be purchased by such Buyer by delivery of Mergercertificates evidencing such Indicated Units meeting the requirements of the Partnership Agreement, duly executed by all free and clear of any liens, encumbrances, security interests, equities, charges or claims of any other Person or other restrictions whatsoever (other than those arising under the CompanyPartnership Agreement or state or federal laws), and subject to the terms and conditions thereof; (ii) certificate(s) representing a tax opinion addressed to such Buyer from S▇▇▇▇▇▇ M▇▇▇▇▇▇▇ H▇▇▇▇▇ LLP, dated as of the Shares owned by SellerClosing, free substantially in the form and clear of any Liensubstance attached hereto as Exhibit F; (iii) evidencean opinion addressed to such Buyer from S▇▇▇▇▇▇ M▇▇▇▇▇▇▇ H▇▇▇▇▇ LLP, dated as of the Closing, substantially in the form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)attached hereto as Exhibit G; (iv) a non-foreign person affidavit of Seller an opinion addressed to such Buyer from B▇▇▇▇▇▇▇▇▇ Hyatt F▇▇▇▇▇ S▇▇▇▇▇▇, P.C., dated as required by Section 1445 of the CodeClosing, substantially in the forms form and substance attached hereto as Exhibit CH; (v) an escrow agreementa certificate of Issuer, substantially in the form attached hereto as of Exhibit D (the “Escrow Agreement”)I, which shall have been duly executed by Seller, which shall be in full force the Chief Executive Officer and effect as Chief Financial Officer of the Closing DateIssuer; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing a certificate of Fiberguard® family of products by Seller for Company and PurchaserQRC, in the form attached hereto as of Exhibit E (J, which shall have been duly executed by the “PLP to OCC Supply Agreement”);Chief Executive Officer and Chief Financial Officer of QRC; and (vii) an agreement among certificates of the Company and Seller which provides for Secretary of State of the continued purchase from Company byState of Delaware, and sale each dated a recent date, that each of datacom products by, the Seller’s Brazilian subsidiary, Partnership Parties is in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”);good standing; and (viii) an agreement among Purchaser and Seller which provides for Seller to allow a certificate of the Company to continue operations Secretary of State of the State of Nevada, dated a recent date, that QRC is in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); andgood standing. (ixe) employment agreementsThe parties shall each deliver such other certificates, in form consents and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser required to be delivered by Seller to Purchaser such party at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment Date pursuant to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account this Agreement or accounts designated by Seller otherwise required in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closingconnection herewith.

Deliveries at Closing. At or prior to the Closing, the parties hereto shall make the following deliveries: (a) At The Purchaser shall deliver or cause to be delivered to the Closing, Seller or such other individual or entity the Cash Payment in the manner set forth in Section 1.3. (b) The Seller shall deliver or cause to be delivered to Purchaser the followingPurchaser: (i) the Certificate of Merger, duly executed by the Company; (ii) certificate(s) certificates representing the Shares owned by Sellerin proper form for transfer, with all transfer and documentary taxes paid, and such assignments and other instruments as shall be required to assign and transfer to the Purchaser all right, title, and intent in and to all of Shares, free and clear of any Lienall Liens (ii) true and complete copies of (A) the articles of incorporation of the Seller certified as of a recent date by the Secretary of State of the State of Florida (“Florida Secretary”), together with a certificate dated as of the Closing Date from the corporate secretary of the Seller (“Seller Secretary”) to the effect that no amendment to its articles of incorporation have been made or filed since the aforementioned date, (B) the bylaws of Seller, certified as of the Closing Date by the Seller Secretary, and (C) a certificate of active status (or the equivalent of good standing for each Acquired Entity’s respective state of incorporation/organization), dated as of a date within five (5) days of the Closing Date, with respect to the Seller issued by Florida Secretary; (iii) evidence, in form true and substance reasonably acceptable to Purchaser, that complete copies of (A) all Indebtedness the respective articles of incorporation or articles of organization for each of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness Subsidiary Entities as of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed a recent date by the Company has been paid in full; provided the occurrence Secretary of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 State of the Codeapplicable State of incorporation for each entity, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect together with a certificate dated as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for Date from the private label manufacturing corporate secretary of Fiberguard® family each of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services Subsidiary Entities to the Companyeffect that no amendment to the respective Articles of incorporation or articles of organization have been made or filed since the aforementioned date, for a period (B) the bylaws or operating agreement, as applicable of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees each of the Company listed on Exhibit H attached heretoSubsidiary Entities, respectively (the “Employment Agreements”), each of which shall be in full force and effect certified as of the Closing Date; Date by the corporate secretary of each Subsidiary Entity, and (xC) resignationsa certificate of good standing, in form and substance reasonably acceptable to Purchaser, effective dated as of the Closing Date, of with respect to each officer and director of the CompanySubsidiary Entities issued by the applicable Secretary of State. (iv) true and complete copies of resolutions, written consents, or other corporate action taken by the board of directors of the Seller, certified as of the Closing by the Seller Secretary approving and authorizing this Agreement, the Sale Transaction, and all other transactions referenced in or contemplated by this Agreement to which the Seller is a party, and approving the execution, delivery, and performance of this Agreement, and all other documents to be executed and delivered by the Seller with respect to or relating to this Agreement, the Sales Transaction, and any of the other transactions referenced in or contemplated by this Agreement to which Seller is a party; (xiv) evidence, the executed officer certificate of the Seller specified in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents Section 6.2(c) of any Governmental Authority have been obtained or made;this Agreement; and (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiiivi) all other documents reasonable documents, instruments, and instruments reasonably requested by Purchaser writings required to be delivered by Seller to the Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment pursuant to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow this Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the a. Prior to, or at Closing, Seller DSC and Hemisphere shall deliver or cause to be delivered to Purchaser each have received from IRG the following:: i. Appropriate corporate resolutions authorizing the transfer of stocks; ii. A copy of the original request to American Stock Transfer for the issuance of the IRG stock certificates to DSC and Hemisphere; iii. Documentation evidencing the authority of the signatories; iv. Documentation evidencing the validity of the Charter and By-Laws of IRG; and v. Documentation evidencing the validity of the transfer of IRG's stock to DSC and Hemisphere. b. Prior to, or at Closing, IRG shall have received from DSC certified English translation of the following: i. Updated third party appraisals of the DSC Assets listed on Exhibit A; ii. Appropriate documentation evidencing the authority of all signatories; iii. Documentation evidencing the partnerships' and companies' ownership interests in the properties listed on iv. Exhibit A; 1 Appropriate corporate resolutions authorizing the transfer of stock; 1 Original stock certificates duly endorsed to IRG; vi. An Opinion Letter from DSC's Mexican counsel opining as to (i) the Certificate validity of Mergerthe corporate status of each of the DSC companies being acquired, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Sellerauthority of the signatories, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness the validity of the Company has been paid in full Charter and all Liens except Permitted Liens in connection therewith have been terminated and By-Laws of the companies (B) all Indebtedness of Seller and any officerattaching same as exhibits), director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 the ownership interest of the Code, substantially companies in the forms attached hereto as Exhibit C; properties, (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as validity of the Closing Date; transfer of stock of those companies to IRG, (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, IRG's ownership interest in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); companies and (vii) an agreement among the Company fact that the properties are not subject to any liens, loans or encumbrances, except as provided for in their financial statements; and Seller which provides for vii. A statement from DSC's Mexican accountants verifying that no adverse, material changes in DSC's financial condition have occurred from the continued purchase from Company by, and sale date of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services DSC's most recent financial statements to the Company, for a period date of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the c. Prior to, or at Closing, Purchaser IRG shall deliver have received from Hemisphere a certified English translation of the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller : i. Updated third party appraisals of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to Hemisphere Assets listed on Exhibit A; ii. Documentation evidencing the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as validity of the Closing Dateexistence of the limited partnerships listed on Exhibit A (including the Limited Partnership Agreements); and iii. Documentation evidencing the validity of the existence of Nueva Tierra and Newl▇▇▇ (v) all other documents ▇▇cluding Charter and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.By-Laws of both companies);

Deliveries at Closing. (a) At the Closing, Seller shall Sellers will deliver to Buyer or cause to be delivered to Purchaser its local Affiliates or representatives, as mutually agreed upon, the followingfollowing duly executed documents and other items: (i) a ▇▇▇▇ of sale and other transfer documents substantially in the Certificate forms of Merger, duly executed by Exhibit A hereto (the Company“Bills of Sale”); (ii) certificate(s) representing an assignment and assumption agreement substantially in the Shares owned by Seller, free form of Exhibit B hereto (the “Assignment and clear of any LienAssumption Agreement”); (iii) evidencea master transitional services agreement substantially in the form of Exhibit C hereto, with exhibits thereto in form and substance reasonably acceptable satisfactory to Purchaser, that the Parties based upon the term sheets attached to Exhibit C (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full“Master Transitional Services Agreement”); (iv) a non-foreign person affidavit instruments of Seller as required by Section 1445 of the Code, assignment substantially in the forms attached of Exhibit D hereto as Exhibit Cfor each Patent and ▇▇▇▇ (collectively, the “Intellectual Property Assignments”); (v) an escrow agreement, limited warranty deed substantially in the form attached of Exhibit E hereto as Exhibit D (the “Escrow AgreementXenia Deed”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an a projector supply agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, substantially in the form attached of Exhibit F hereto as Exhibit E (the “PLP to OCC Projector Supply Agreement”), and a networking supply agreement substantially in the form of Exhibit K hereto (the “Networking Supply Agreement”) and the other Supply Agreements; (vii) an a license agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, substantially in the form attached of Exhibit H hereto as Exhibit F (the “SMP to PLP Supply IPR Agreement”); (viii) a lease in respect of the Duluth Site based upon the term sheet attached as Exhibit I hereto in form and substance satisfactory to the Parties (the “Duluth Lease”); (ix) a lease in respect of the Kortrijk Site based upon the term sheet attached as Exhibit J hereto in form and substance satisfactory to the Parties (the “Kortrijk Lease”); (x) a sub-lease in respect of the Kuurne Site based upon the term sheet attached as Exhibit K hereto in form and substance satisfactory to the Parties (the “Kuurne Sub-Lease”); (xi) an agreement among Purchaser officer’s certificate to the effect that each of the conditions specified in Section 7.1(a) and Seller which provides for Seller Section 7.1(b) is satisfied; (xii) a FIRPTA affidavit or affidavits in form and substance satisfactory to allow Buyer; (xiii) an acknowledgment of the Company receipt of the Initial Purchase Price; (xiv) the Local Transfer Agreements and all other documents or items as may be required to continue operations be delivered on the Closing Date pursuant to the Local Transfer Agreements in order to complete the transactions contemplated by such Local Transfer Agreements; (xv) [Intentionally Deleted]; (xvi) [Intentionally Deleted]; (xvii) [Intentionally Deleted]; (xviii) [Intentionally Deleted]; (xix) [Intentionally Deleted]; (xx) [Intentionally Deleted]; (xxi) [Intentionally Deleted]; (xxii) [Intentionally Deleted]; (xxiii) [Intentionally Deleted]; (xxiv) [Intentionally Deleted]; (xxv) the Israeli Subsidiary’s shareholders register, reflecting the registration by the Israeli Subsidiary of the transfer of the Israeli Equity to the Buyer; (xxvi) such resolutions of the board of directors or shareholders (or equivalent) of each Acquired Subsidiary as may be reasonably required authorizing the transactions contemplated hereby, in form and substance satisfactory to the Parties; (xxvii) an original share transfer form in respect of the Singapore Equity in favour of the Buyer or its nominee in form and substance satisfactory to the Parties, together with all documents required to effect the stamping of the transfer of the Singapore Equity to the Buyer or its nominee (including but a working sheet computing the Singapore stamp duty payable in the same form prescribed by the Stamp Duty branch of the Inland Revenue Authority of Singapore and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to signed by a director or secretary of the Company, and such other statutory declarations, letters, working sheets and valuations as the said Stamp Duty branch may require for a period the purpose of six assessing the stamp duty payable on the transfer of the Singapore Equity); (6xxviii) monthsthe common seal of the Singapore Subsidiary, the constitutional documents of the Singapore Subsidiary (including but not limited to the certificate of incorporation, the memorandum and articles of association, and other similar organisational documents of the Singapore Subsidiary), and the business records kept by the Singapore Subsidiary (including the share register books, minute books, and other records that the Singapore Subsidiary is required by law to maintain or that are kept in accordance with good business practices) made up to the date of Closing; (xxix) to the extent not covered by any of the other specific provisions of this Section 2.9(a), share certificates representing the Acquired Equity, if any, accompanied by duly executed share transfer deeds assigning the Acquired Equity in the name of Buyer, and any other documents reasonably necessary to transfer to Buyer good and valid title to the Acquired Equity in accordance with the fee for terms of this Agreement and the Related Agreements; provided, however, that if such services share certificates have been lost or stolen, an affidavit of lost certificate covering such Acquired Equity represented by lost or stolen certificate shall be provided; (xxx) resignations of officers and directors of the Acquired Subsidiaries. (xxxi) valid certificates in accordance with (w) Article 442bis of the (Belgian) Income Tax Code, (x) Article 93undecies B of the (Belgian) VAT Code and (y) Article 41quinquies of the (Belgian) Law of 27 July 1969 revising the Decree-Law of 28 December 1944, each issues not earlier than 25 days prior to be One Dollar the Closing Date and certifying that Seller does not have any Liabilities with respect to the relevant Tax Authorities; ($1.00xxxii) per month, an option agreement in respect of KND1 substantially in the form attached of Exhibit O hereto as Exhibit G (the “PLP Transition Services KND1 Option Agreement”); and (ixxxxiii) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments or items as may be reasonably requested by Purchaser required to be delivered on the Closing Date in order to complete the transactions contemplated by Seller to Purchaser at this Agreement and the ClosingRelated Agreements. (b) At the Closing, Purchaser shall Buyer will deliver to Sellers the followingfollowing duly executed documents and other items: (i) the Closing Date Payment to Seller by wire transfer Bills of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateSale; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateAssignment and Assumption Agreement; (iii) the Escrow Amount to the Escrow Agent on behalf of SellerMaster Transitional Services Agreement; (iv) the Escrow Intellectual Property Assignments; (v) the Xenia Deed; (vi) the Projector Supply Agreement, duly executed by Purchaser, which shall be in full force the Networking Supply Agreement and the other Supply Agreements; (vii) the IPR Agreement; (viii) the Duluth Lease; (ix) the Kuurne Sub-Lease; (x) the Kortrijk Lease; (xi) an officer’s certificate to the effect as that each of the conditions specified in Section 7.2(a) and Section 7.2(b) are satisfied; (xii) the Initial Purchase Price; (xiii) the Local Transfer Agreements and all other documents or items as may be required to be delivered on the Closing DateDate pursuant to the Local Transfer Agreement in order to complete the transactions contemplated by such Local Transfer Agreements; (xiv) the KND1 Option Agreement; and (vxv) all any other documents and instruments or items as may be reasonably requested by Seller required to be delivered on the Closing Date in order to complete the transactions contemplated by Purchaser this Agreement and the Related Agreements. (c) All actions to Seller be taken at Closing, as set forth in Sections 2.9(a) and 2.9(b) above, will be considered to take place simultaneously, and no delivery of any document will be deemed complete until all actions and deliveries of documents required by Sections 2.9(a) and 2.9(b) above are completed, and the ClosingClosing shall not occur and the Business shall accordingly not be transferred to the Buyer unless and until all such actions and deliveries are effectively completed.

Deliveries at Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser Buyer, in consideration of the Purchase Price, the following: (i) the Certificate a ▇▇▇▇ of Merger, duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, Sale substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), of EXHIBIT C duly executed by Seller, which shall be in full force on behalf of Seller and effect dated as of the Closing Date; (viii) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, nonNon-compete and non-solicitation provisions, Competition Agreement duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iii) assignments of contracts relating to and leases of personal property included in the Assets, except with respect to assignments requiring the consent of third parties, which have not been obtained as of the Closing; (iv) the Escrow evidence of all assignments, novations and/or subcontracts of contracts as contemplated by this Agreement, which are available as of the Closing; (v) the Beltsville Sublease duly executed by Purchaseron behalf of Seller; (vi) the consent of the landlord of the Beltsville Office Space to the Beltsville Sublease; (vii) the consent of the landlord of the Beltsville Office Space to a collateral assignment of the Beltsville Sublease in favor of Buyer's lender; (viii) a certificate, which shall be in full force and effect dated as of the Closing Date; andand executed by Seller's President, in his capacity as such, certifying to the fulfillment of the conditions specified in SECTIONS 14.1 THROUGH 14.6 hereof; (vix) all other documents and instruments reasonably requested by Seller an opinion of ▇▇▇▇▇, Somerville & Case, L.L.C., counsel to be delivered by Purchaser to Seller at Seller, dated as of the Closing., addressing such matters and in form reasonably satisfactory to Buyer; (x) a certified copy of the resolutions adopted by the Board of Directors of Seller authorizing the transactions contemplated by this Agreement; (xi) a certificate of incumbency and specimen signatures of the signatory officers of Seller;

Deliveries at Closing. (a) At the Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered. (a) Seller shall deliver or cause to be delivered to Purchaser the followingPurchaser: (i) the Certificate of Merger, duly executed a certificate signed by the CompanyChief Financial Officer and another executive officer or director of Seller authorized to such effect by the Board Directors of Seller, in the form attached as Schedule 4.2(a)(i), dated the Closing Date, to the effect that each of the conditions specified in Sections 9.1(a) through (d) have been satisfied in all respects; (ii) certificate(s) representing a duly executed ▇▇▇▇ of sale in the Shares owned by Seller, free and clear form of any LienExhibit B hereto; (iii) evidencea duly executed assignment and assumption agreement in the form of Exhibit C hereto, in form and substance reasonably acceptable to Purchaser, that together with (A) duly executed and notarized assignments of all Indebtedness of Transferred Patent, Transferred Software, Transferred Copyright, Transferred Trade Secrets and Transferred Trademarks in forms suitable for recordation with the Company has been paid in full U.S. Patent and Trademark Office and all Liens except Permitted Liens counterparts in connection therewith have been terminated and all foreign jurisdictions, (B) and such other general assignments of all Indebtedness of Seller and any officerother Intellectual Property purchased by Purchaser, director, or Affiliate of Seller or Company for borrowed money owed as reasonably requested by Purchaser in order to validly effect the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)transfer thereof; (iv) a non-foreign person affidavit duly executed power of Seller as required by Section 1445 of the Codeattorney if relevant, substantially in the forms attached hereto as form of Exhibit CD hereto, which will be delivered only if the Purchased Assets shall include any Backlog or Purchased Accounts Receivables and shall relate only to such Backlog and Purchased Accounts Receivable; (v) an escrow agreementopinion of Meitar, Liquornik, Geva & Leshem, Brandwein, counsel to Seller, in substantially the form of Exhibit E hereto; (vi) a summary of the information included in all notices provided by Seller to Purchaser unless rejected after the date hereof with respect to any Backlog and Accounts Receivable arising after October 1, 2003, as required under Sections 2.1(a) and 2.1(i), an updated list of Purchased Equipment, and an updated list of all Purchased Proposals, with their details and status; (vii) a certificate stating the amounts paid to QSS by Seller or its Subsidiaries during 2004 as described in Section 7.12; (viii) a certificate stating the balance of OCS grants net of royalties paid as set forth in Section 10.4(c); (ix) evidence of receipt of payment of royalties to the Ministry of Defense in connection with the MOD IP; and (x) the Closing Statement. (b) Purchaser shall deliver to Seller: (i) a certificate signed by the Chief Executive Officer and Chief Financial Officer of Purchaser dated as of the Closing Date, in the form attached as Schedule 4.2(b)(i), to the effect that the conditions specified in Sections 9.2(a) and (b) have been satisfied in all respects; (ii) evidence of the wire transfer referred to in Section3.2 hereof; (iii) a duly executed assignment and assumption agreement in the form attached hereto as Exhibit D C hereto; (iv) a list of any Excluded Account Receivable that Purchaser elects to add to Schedule 2.1(a) pursuant to Section 2.1(a) and any Purchased Contracts excluded pursuant to Section 2.1(e); (v) an opinion of ▇▇▇▇▇▇, Fox & ▇▇▇▇▇▇, counsel to Purchaser, in substantially the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as form of the Closing Date;Exhibit M hereto; and (vi) an agreement among Purchaseropinion of ▇▇▇▇▇ ▇▇▇▇▇, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and PurchaserEsq., legal counsel to Parent, in substantially the form attached hereto as of Exhibit E (the “PLP to OCC Supply Agreement”);N hereto. (vii) an agreement among counter signature of Purchaser on the Company Closing Statement. (c) Seller and Purchaser shall execute the Subcontracting Agreements in the forms of Exhibits A1-A3 hereto; (d) Seller which provides for and Purchaser shall execute the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, Joint Intellectual Property Agreement in the form attached hereto as of Exhibit F (the “SMP to PLP Supply Agreement”)L hereto; (viiie) an agreement among Seller and Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for shall execute a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, Mutual Engineering Support Agreement in the form attached hereto as of Exhibit G (the “PLP Transition Services Agreement”)hereto; and (ixf) employment agreements, Seller and Purchaser shall execute the Patent License Agreement and the Module License Agreement in form the forms of Exhibits K-1 and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached K-2 hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Daterespectively; (xg) resignations, Seller and Purchaser shall execute the Patent License Back Agreement in the form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the CompanyExhibit O hereto; (xih) evidence, in form Seller and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel Purchaser shall execute the Supply Agreement in the form attached hereto as of Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following:J hereto; and (i) Seller and Purchaser shall execute the Closing Date Payment to Seller by wire transfer Trademark License Agreement in the form of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the ClosingExhibit K-3 hereto.

Deliveries at Closing. (a) At Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall deliver or cause to be delivered to Purchaser Buyer the following: (i) an Assignment and Assumption Agreement between Seller and Buyer, substantially in the Certificate of Mergerform attached hereto as Exhibit A (the “Assignment and Assumption Agreement”), duly executed by the CompanySeller; (ii) certificate(s) representing a ▇▇▇▇ of Sale between Seller and Buyer, substantially in the Shares owned form attached hereto as Exhibit B (the “▇▇▇▇ of Sale”), duly executed by Seller, free and clear of any Lien; (iii) evidenceone or more services agreement, substantially in the form and substance reasonably acceptable to Purchaserattached hereto as Exhibit C (the “Services Agreement”), that duly executed by Seller (A) all Indebtedness or one of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in fullits Affiliates); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreementagreement between Buyer, Seller, and the Escrow Agent, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (viv) an agreement among Purchaserone or more restrictive covenants agreements, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, substantially in the form attached hereto as Exhibit E (the “PLP to OCC Supply Restrictive Covenants Agreement”), duly executed by (i) each equityholder of Seller that is not a natural Person, (ii) ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (vi) the Lien Release Letters, as contemplated by Section 4.20; (vii) an agreement among the Company and Seller which provides for the continued purchase from Company byAssignment of Domain Names, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, substantially in the form attached hereto as Exhibit G (the “PLP Transition Services AgreementAssignment of Domain Names”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing DateSeller; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xiiviii) a legal opinion by certificate of good standing (or its equivalent) from the State of Delaware with respect to Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser dated no later more than three (3) five Business Days prior to the Closing Date; (ix) an affidavit from Seller, dated as of the Closing Date, certifying that Seller is not a “foreign person” (within the meaning of Section 1445 of the Code), signed under penalties of perjury and in form and substance complying with the provisions of Treasury Regulations Sections 1.1445-2(b) (the “Non-Foreign Affidavit”); (x) a duly executed certificate of an authorized officer of Seller certifying that (1) attached thereto are true, complete, and correct copies of the resolutions of Seller’s members or board of directors or managers (as required) authorizing the execution, delivery, and performance of this Agreement, the other Transaction Documents to which Seller is a party, and the consummation of the Transactions and that such resolutions have not been modified, rescinded, or revoked and (2) each of the conditions specified in Section 5.2(a), Section 5.2(b), and Section 5.2(c) are satisfied; (xi) evidence satisfactory to Buyer providing for, upon payment of the Purchase Price at Closing, the termination of all Liens against any Acquired Asset in effect as of the Closing; (xii) copies of the third-party consents and notices, in form and substance reasonably acceptable to Buyer, for each contract listed on Schedule 1.5(a)(xiii) to the Seller Disclosure Letter; and (xiii) such other customary instruments of transfer, assumption, filings, or documents, in form and substance mutually acceptable to the Parties, as may be required to give effect to this Agreement or the Transactions. (b) Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall deliver to Seller the following: (i) payment of the Closing Cash Consideration to Seller and deposit of the Escrow Amount with the Escrow Agent in accordance with the provisions set forth in Section 1.2(b); (ii) payment to Seller the Assignment and Assumption Agreement, ▇▇▇▇ of Sale, Services Agreement, Escrow Agreement, Restrictive Covenants Agreements, MRI Partnership Agreement, and Assignment of Domain Names, duly executed by Buyer or, in the case of the Legal Opinion Payment by Purchaser by wire transfer MRI Partnership Agreement, Parent; (iii) a duly executed certificate of immediately available fundsan authorized officer of Buyer and Parent certifying that (1) attached thereto are true, complete, and correct copies of the resolutions of Buyer’s and Parent’s respective shareholders or members, or board of directors or managers (as required), authorizing the execution, delivery, and performance of this Agreement, the other Transaction Documents to an account which Buyer or accounts designated by Seller Parent (as applicable) is a party, and the consummation of the Transactions and that such resolutions have not been modified, rescinded, or revoked and (2) each of the conditions specified in Section 5.3(a) and Section 5.3(b) are satisfied; (iv) a written notice delivered certificate of good standing (or its equivalent) with respect to Purchaser Buyer and Parent, in each case, from Buyer’s and Parent’s respective jurisdictions of organization and dated no later more than three (3) five Business Days prior to the Closing Date; (iiiv) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreementan agreement, generally in line with MRI’s Partner Connect program and duly executed by Purchaserthe Parties, which shall be in full force that permits Seller to sell its vendor payment solutions to the clients or customers of Parent, Seller, or any of their respective Affiliates on terms similar to other similarly situated partner-connect-participant companies and effect as of the Closing Datesolutions; and (vvi) all such other documents customary instruments of transfer, assumption, filings, or documents, in form and instruments reasonably requested by Seller substance mutually agreeable to the Parties, as may be delivered by Purchaser required to Seller at give effect to this Agreement or the ClosingTransactions.

Deliveries at Closing. At the Closing: (a) At Seller shall, and the ClosingShareholders shall cause Seller to, Seller shall deliver or cause to be delivered to Parent and/or Purchaser (as applicable) the following: (i) the Certificate of MergerEscrow Agreement, duly executed by Seller, the CompanyShareholders and the Shareholder Representative; (ii) certificate(s) representing the Shares owned a B▇▇▇ of Sale, duly executed by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow AgreementB▇▇▇ of Sale”); (iii) an Assignment and Assumption Agreement, duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in substantially the form attached hereto as Exhibit E (the “PLP to OCC Supply Assignment and Assumption Agreement”); (viiiv) an agreement among Chicago License Assignment Agreement to assign the Company and Chicago License Agreement from Seller which provides for the continued purchase from Company byto Purchaser, and sale of datacom products by, the duly executed by Seller’s Brazilian subsidiary, in substantially the form attached hereto as Exhibit F (the “SMP to PLP Supply Chicago License Assignment Agreement”); (viiiv) an agreement among Purchaser URL-G▇▇▇▇▇▇▇ Consent and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Assignment Agreement, duly executed by Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in substantially the form attached hereto as Exhibit G (the “PLP Transition Services URL-G▇▇▇▇▇▇▇ Consent and Assignment Agreement”); and; (ixvi) employment agreements, in form PGNX-URL Consent and substance acceptable Assignment Agreement to assign the Exclusive Sublicense Agreement from Seller to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by Seller, in substantially the employees of the Company listed on form attached hereto as Exhibit H attached hereto, respectively (the “Employment AgreementsPGNX-URL Consent and Assignment Agreement”), each of which shall be in full force and effect as of the Closing Date; (xvii) resignationsPatent Assignment Agreement, duly executed by Seller, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in substantially the form attached hereto as Exhibit I (the “Legal Opinion of Seller’s CounselPatent Assignment Agreement”); (xiiiviii) Registration Rights Agreement, duly executed by the Seller and the Shareholders, in substantially the form attached as Exhibit J hereto (the “Registration Rights Agreement”); (ix) releases, in form and substance reasonably satisfactory to Parent, evidencing discharge, removal and termination of all Liens (other than Permitted Liens) to which any Transferred Assets being conveyed at the Closing are subject, which releases shall be effective at or prior to the Closing; (x) a certificate, dated the Closing Date, duly executed by the President of Seller, on behalf of Seller, certifying as to (a) the attached copy of the action by unanimous written consent of the Board of Directors of Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded, and (b) the attached copy of the action by written consent of the Shareholders authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments reasonably requested by Purchaser contemplated hereby, and stating that the action thereby certified has not been amended, modified, revoked or rescinded; and (xi) such other duly executed documents and certificates as may be required to be delivered by Seller pursuant to Purchaser at the terms of this Agreement or as may be reasonably requested by Parent prior to the Closing. (b) At the ClosingThe Shareholders shall deliver, Purchaser shall deliver or cause to be delivered to Purchaser, the following: (i) the Closing Date Payment to Seller Escrow Agreement, duly executed by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateShareholders and the Shareholder Representative; (ii) payment such other duly executed documents and certificates as may be required to Seller be delivered by the Shareholders pursuant to the terms of the Legal Opinion Payment this Agreement or as may be reasonably requested by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing. (c) Parent shall deliver, or cause to be delivered to Seller, the following: (i) a facsimile copy of the stock certificate, registered in the name of Seller, representing the Closing DateDate Shares; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (ivii) the Escrow Agreement, duly executed by Parent and the Escrow Agent; (iii) the B▇▇▇ of Sale, duly executed by Purchaser; (iv) the Assignment and Assumption Agreement, which shall be in full force duly executed by Purchaser; (v) the Registration Rights Agreement, duly executed by the Parent; (vi) the Chicago License Assignment Agreement, duly executed by Purchaser; (vii) the URL-G▇▇▇▇▇▇▇ Consent and effect as of Assignment Agreement, duly executed by Purchaser; (viii) The PGNX-URL Consent and Assignment Agreement, duly executed by Purchaser; (ix) The Patent Assignment Agreement, duly executed by Purchaser; (x) a certificate, dated the Closing Date, duly executed by Parent, certifying as to the attached copy of the resolutions of the Board of Directors of Parent authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the action thereby certified has not been amended, modified, revoked or rescinded; (xi) such other duly executed documents and certificates as may be required to be delivered by Parent or Purchaser pursuant to the terms of this Agreement or as may be reasonably requested by Seller prior to the Closing; and (vxii) all a certificate, dated the Closing Date, duly executed by Purchaser, certifying as to (a) the attached copy of the action by written consent of the Board of Directors of Purchaser authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the action thereby certified has not been amended, modified, revoked or rescinded and (b) the attached copy of the action by written consent of the sole shareholder of Purchaser authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments reasonably requested by Seller contemplated hereby, and stating that the action thereby certified has not been amended, modified, revoked or rescinded. (d) Parent shall deliver, or cause to be delivered to the Shareholders, the following such other duly executed documents and certificates as may be required to be delivered by Parent or Purchaser pursuant to Seller at the terms of this Agreement or as may be reasonably requested by the Shareholders prior to the Closing. (e) Parent and Seller shall deliver, or cause to be delivered to the Escrow Agent, the following: (i) The Escrow Agreement duly executed by Parent, Seller, the Shareholders and the Shareholder Representative; and (ii) a facsimile copy of the stock certificate representing the Escrow Shares, in form and substance reasonably satisfactory to Purchaser, Seller and the Escrow Agent.

Deliveries at Closing. (a) At the Closing, Seller shall deliver or cause Kindred and/or the Operator of each Facility will make the following deliveries to be delivered to Purchaser Senior Health and the followingNew Operator of each such Facility: (i) An executed copy of the Certificate of Mergerapplicable Lease Agreement or Sublease Agreement relating to each Facility, duly together with all deliveries required thereunder, including, without limitation, with respect to Waldemere Place, an executed by sublease agreement for the Company;related parking lot, (ii) certificate(s) representing A ▇▇▇▇ of sale for the Shares owned by SellerTransferred Assets relating to such Facility, free and clear of any Lien;in substantially the form attached hereto as Exhibit D, (iii) evidenceAll documents required to be delivered pursuant to Article III hereof, (iv) An executed copy of the assignment and assumption agreement in substantially the form attached hereto as Exhibit E, and (v) Executed copies of the Ancillary Service Agreements in substantially the form attached hereto as Exhibit F, (vi) Consent and Estoppel Certificate in form and substance reasonably acceptable to PurchaserSenior Health or its assignee from the lessor of the Fairhaven Lease, provided, that Kindred shall only be obligated to deliver such consent and estoppel in connection with the closing of The Oaks at Avon, (Avii) all Indebtedness A certificate of an officer of each of Kindred, Kindred East and Kindred South certifying as to (a) due execution of a resolution of the Company has been paid in full board of directors or managers of such party authorizing the execution, delivery and all Liens except Permitted Liens in connection therewith have been terminated performance of this Agreement and the other Transaction Documents executed by such party, (b) the incumbency of each officer or other representative executing any Transaction Document on behalf of such party and (Bc) the good standing of each party under the laws of the jurisdiction in which it was organized, and (viii) A certificate of an officer of Kindred certifying as to the matters set forth in Section 7.02(d). (b) At Closing, the New Operator of each Facility will make the following deliveries to Kindred and/or the Operator of such Facility: (i) An executed copy of the applicable Lease Agreement or Sublease Agreement relating to each Facility, together with any deliveries required thereunder, including, without limitation, the Security Deposit required with respect to such Facility and, with respect to Waldemere Place, an executed sublease agreement relating to the sublease of the related parking lot, (ii) The amount set forth in Schedule 2.03(b)(ii) attached hereto, which amount shall equal (i) the purchase price for the Transferred Assets, plus (ii) $9 million as initial consideration for the transfer of the accounts receivable, less (iii) the amount of all Indebtedness accrued wages, vacation, sick or paid time off benefits assumed by Senior Health as of Seller the Closing Date and less (iv) any officerdebt or other liabilities of Kindred relating to the period prior to Closing assumed by Senior Health, directorWKTM or any New Operator as of the Closing Date, or Affiliate payable in immediately available funds by wire transfer to an account designated by Kindred, (iii) A certificate of Seller or Company for borrowed money owed by an officer of Senior Health certifying as to the Company has been paid matters set forth in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in fullSection 7.01(j);, (iv) a non-foreign person affidavit Proof of Seller as receipt of all Approvals required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C;prior to such transfer, (v) an escrow agreementCertificates of insurance (on ▇▇▇▇▇ Form 27 where available) in form and substance satisfactory to Kindred evidencing that all insurance of the types and in the amounts required by the Sublease Agreement or Lease Agreement, as applicable, are maintained in force by the applicable New Operator, (vi) All documents required to be delivered pursuant to Article III hereof, (vii) Evidence of consummation of a working capital facility of at least $20 million with the New Operator Lender, (viii) An executed copy of the assignment and assumption agreement in substantially in the form attached hereto as Exhibit D E, (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as ix) Executed copies of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Ancillary Service Agreements in substantially the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”);F, (viix) an An executed copy of the management agreement among between Senior Health and the Company and Seller which provides for the continued purchase from Company by, and sale New Operator of datacom products by, the Seller’s Brazilian subsidiary, such Facility in substantially the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”);G, (viiixi) A certificate of an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner officer of Senior Health certifying as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period net worth of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect Senior Health as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made;, (xii) A certificate of an officer of Senior Health, Florida Institute and each New Operator certifying as to (a) due execution of a legal opinion resolution of the board of directors or managers of such party authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents executed by Seller’s counsel such party, (b) the incumbency of each officer or other representative executing any Transaction Document on behalf of such party and (c) the good standing of each party under the laws of the jurisdiction in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”);which it was organized, and (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer A certificate of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior officer of Florida Institute certifying as to the Closing Date; (iimatters set forth in Section 11.03(b) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closinghereof.

Deliveries at Closing. At the Closing: (a) At The Sellers and the ClosingTarget Companies, Seller as applicable, shall deliver or cause to be delivered to Purchaser the followingBuyer: (i) certificates for the Certificate of MergerShares in negotiable form, duly executed by the Companyendorsed in blank, or with separate stock transfer powers attached thereto and signed in blank; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any LienCompany Officer’s Certificate; (iii) evidenceThe stock books, in form stock ledgers, minute books, and substance reasonably acceptable to Purchaser, that (A) all Indebtedness other corporate records of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Target Companies; (iv) a non-foreign person affidavit Resignations and releases dated the Closing Date of Seller as required by Section 1445 of the Code, B▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in the forms attached hereto as Exhibit CExhibits I and J, respectively, and such other resignations and/or releases in form and substance satisfactory to the Buyer of such other directors of the Target Companies as may be designated by the Buyer; (v) an escrow agreementAll required assignments, permits, estoppels and consents pursuant to Section 7.7; (vi) A certificate dated the Closing Date from the Company’s Secretary substantially in the form attached hereto as Exhibit D G; (vii) A certificate dated the Closing Date from the Secretary of each Target Subsidiary substantially in the form attached hereto as Exhibit H; (viii) Evidence of the termination and payment in full of the Abelco Financing, including without limitation a “pay-off” letter from Abelco; (ix) Assignments by the employees listed on Section 2.3 of the Disclosure Schedule of any and all of their right, title and interest into any Intellectual Property of the Company; (x) The documents from NJDEP required by Section 6.2(b) and the evidence of approval of any “parachute payments” under Section 280G of the Code required by Section 6.2(c); and (xi) The legal opinion of counsel to the Sellers substantially in the form attached hereto as Exhibit E; (xii) Release documents with respect to all Mortgages, in recordable form and in a form and substance reasonably satisfactory to Buyer and its counsel, together with any additional documentation reasonably required to completely satisfy and release such Mortgages of record; and (xiii) All other documents, instruments and writings required to be delivered by the Sellers or the Target Companies at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith. (b) The Buyer shall deliver to the Sellers: (i) The Purchase Price as calculated in accordance with Section 2.1, and subject to adjustment as set forth in Section 2.5, as follows: (A) From the Purchase Price, the Buyer will deposit an amount equal to $7,000,000 (the “Escrow Amount”) with the escrow agent (the “Escrow Agent”) designated in the escrow agreement (the “Escrow Agreement”), duly executed substantially in the form of Exhibit F hereto, to be entered into at the Closing by Sellerthe Buyer, the Stockholders’ Representative on behalf of the Sellers and the Escrow 8 Consolidated Vision Group, Inc Strictly Confidential Agent, which shall be in full force and effect as of the Closing Date; provide for: (vii) an agreement among Purchaser, Seller and Company which provides for escrow of $1,000,000 with respect to the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, purchase price adjustment set forth in the form attached hereto as Exhibit E Section 2.5 (the “PLP to OCC Supply AgreementWorking Capital Escrow”); ; and (viiii) an agreement among escrow of $6,000,000 beginning on the Company Closing Date and ending on the later to occur of the Warranty Expiration Date and the date that all claims by the Buyer Indemnitees against any Seller which provides for the continued purchase from Company bypursuant to Section 10 or otherwise are finally adjudicated or resolved, and sale of datacom products by, the Seller’s Brazilian subsidiary, as set forth in the form attached hereto as Exhibit F (the “SMP to PLP Supply Escrow Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ixB) employment agreements, The Buyer will pay to the Sellers in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of cash at the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available fundsfunds the balance of the Purchase Price, after deposit of the Escrow Amount, and subject to adjustment as provided in Section 2.5, to an account or the accounts designated by Seller and in a written notice delivered to Purchaser no later than three (3the amounts set forth in Section 2.3(b) Business Days prior to of the Closing DateDisclosure Schedules; (ii) payment The Buyer Officer’s Certificate; and (iii) All other documents, instruments and writings required to Seller of be delivered by the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account Buyer at or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date;Date pursuant to this Agreement or otherwise required in connection herewith. (iiic) The Buyer shall pay the Escrow Amount amounts set forth in Section 2.1(a) of the Disclosure Schedules to the Escrow Agent on behalf of Seller; (iv) lenders under the Escrow Agreement, duly executed by Purchaser, which shall be Ableco Financing to accounts set forth in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closingsuch schedule.

Deliveries at Closing. (a) At the Closing, Seller (a) Xpedior shall deliver or cause to be delivered to Purchaser the following: PSINet (i) an executed copy of the Certificate of MergerConvertible Note, duly executed by the Company; (ii) certificate(s) representing an executed copy of the Shares owned Registration Rights Agreement, dated as of the date hereof, by Seller, free and clear of any Lien; (iii) evidencebetween Xpedior and PSINet, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D EXHIBIT C (the “Escrow Agreement”"REGISTRATION RIGHTS AGREEMENT"), duly (iii) an executed by Sellercopy of the legal opinion, which shall be in full force and effect dated as of the Closing Date; (vi) an agreement among Purchaserdate hereof, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and PurchaserRopes & Gray, ▇▇unsel to Xpedior, in substantially the form attached hereto as Exhibit E EXHIBIT D, (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xiiv) evidence, in a form and substance reasonably acceptable satisfactory to PurchaserPSINet, that all Material Consents and all necessary Consents Xpedior has paid to Metamor Worldwide, Inc., a Delaware corporation which owns a majority in interest of any Governmental Authority have been obtained or made; the outstanding capital stock of Xpedior (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”"METAMOR"); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment except as otherwise provided in Section 1.4(b)(i)), all accounts payable from Xpedior to Seller of Metamor (the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds"METAMOR PAYABLE"), to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents documents, instruments and instruments writings 5 required to have been delivered at or prior to the Closing by Xpedior pursuant to this Agreement or that PSINet may reasonably requested request; and (b) PSINet shall deliver to Xpedior (i) the Purchase Price, in immediately available funds, by Seller wire transfer to the account or accounts designated in writing by Xpedior for such purpose at least three business days prior to the Closing Date (which account or accounts shall, to the extent the Metamor Payable remains outstanding as of the Closing, include an account designated by Metamor such that all or a portion of the Purchase Price to be paid by PSINet shall be delivered to Metamor, on Xpedior's behalf, in full satisfaction of the Metamor Payable), (ii) an executed copy of the Registration Rights Agreement, and (iii) all other documents, instruments and writings required to have been delivered at or prior to the date hereof by Purchaser PSINet pursuant to Seller at the Closingthis Agreement or that Xpedior may reasonably request.

Deliveries at Closing. (a) At the Closing, the Company and Seller shall deliver or cause to be delivered to Purchaser Buyer (the following:"Seller Closing Deliveries"): (i) fully executed, sealed and proper certificates evidencing the Certificate of Merger, duly executed by the CompanyPurchased Shares in negotiable form; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, release substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”2.2(a)(ii), duly executed by SellerSeller and dated as of the Closing Date; (iii) the opinion of counsel to the Company and Seller substantially in the form attached hereto as Exhibit 2.2(a)(iii), which shall be duly executed by such counsel and dated as of the Closing Date; (iv) the certificate of the chief executive officer, chief financial officer and secretary, respectively, of Seller and the Company certifying the satisfaction of the closing conditions set forth in full force Sections 6.1(a), 6.1(b) and effect 6.1(c) hereof, and the signatures and incumbency of such persons, and dated as of the Closing Date; (v) the employment, noncompetition and confidentiality agreement of Char▇▇▇ ▇▇▇▇▇▇ ▇▇▇stantially in the form attached hereto as Exhibit 2.2(a)(v) (the "Employment Agreement"), duly executed by Char▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Company and dated as of the Closing Date; (vi) an agreement among Purchaserresignations of all current directors of the Company, Seller and Company which provides for effective upon the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”);Closing; and (vii) an agreement among the Company such other documents, instruments and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisionscertificates, duly executed by the employees of the Company listed on Exhibit H attached heretoappropriate persons and dated appropriately, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested in writing by Purchaser to be delivered by Seller to Purchaser at Buyer in connection with the ClosingPurchase. (b) At at the Closing, Purchaser Buyer shall deliver or cause to be delivered to Seller and/or the following:Company, as the case may be, the following (the "Buyer Closing Deliveries"): (i) the Closing Date Payment to Seller by wire transfer of $1,400,000.00 in immediately available funds, payable $500,000 to an Seller and $900,000 to the Company, by wire transfer to such account or accounts as have been designated by Seller and the Company, respectively, in a written notice delivered writing to Purchaser Buyer no later less than three one (31) Business Days prior to the Closing Datebusiness day before Closing; (ii) payment to Seller the Buyer Note, executed by a duly authorized officer of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateBuyer; (iii) the Escrow Amount to the Escrow Agent on behalf Parent Guaranty, executed by a duly authorized officer of Seller;AmVestors; and (iv) the Escrow Agreementcertificates of the duly authorized officer of Buyer who signed this Agreement on behalf of Buyer and the secretary of Buyer, duly executed by Purchaserrespectively and certifying the satisfaction of the closing conditions set forth in Sections 6.2(a), which shall be in full force 6.2(b) and effect as 6.2(c), and the signatures and incumbency of such persons, dated the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. At the Closing, (a) At the Closing, Seller Rainy River shall deliver or cause to be delivered Assignee and Assignee shall deliver to Purchaser the following: Rainy River: (i) the Certificate of Merger, a duly executed by instrument of assignment and novation with respect to the Company; Kendall Purchase Agreement, substantially in the form attached heret▇ ▇▇ ▇▇HIBIT C (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full"KENDALL ASSIGNMENT AND NOVATION AGREEMENT"); (ivb) ▇▇▇▇▇ ▇iver shall deliver to Assignee (i) a non-foreign person affidavit duly executed instrument of Seller as required by Section 1445 of termination and release with respect to the CodeKendall Guaranty Agreement, substantially in the forms form attached hereto heret▇ ▇▇ ▇▇HIBIT D (the "KENDALL GUARANTY TERMINATION AND RELEASE"), pursuant to which ALLETE ▇▇▇ ▇▇ndall shall terminate the Kendall Guaranty Agreement and ALLETE is ▇▇▇▇▇▇ed of any and all obl▇▇▇▇▇▇▇s as Exhibit C; "Guarantor" under the Kendall Guaranty Agreement and (vii) an escrow agreementa duly executed instrument of te▇▇▇▇▇▇▇on and release with respect to the First Bank Agreement, the Second Bank Agreement and the Third Bank Agreement, substantially in the form attached hereto as Exhibit D EXHIBIT E (the “Escrow Agreement”"BANK TERMINATION AND RELEASE"), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vic) an agreement among PurchaserAssignee shall cause Parent to deliver to Rainy River (i) a duly executed instrument of guaranty with respect to the Kendall Purchase Agreement, Seller substantially in the form attached heret▇ ▇▇ ▇▇HIBIT F (the "NEW KENDALL GUARANTY AGREEMENT"), pursuant to which Parent shall agree t▇ ▇▇▇▇▇nty the obligations of Assignee under the Kendall Purchase Agreement in favor and Company which provides for the private label manufacturing benefit of Fiberguard® family Kendall, (▇▇) ▇ duly executed Consent and Agreement with respect to ▇▇▇ ▇▇▇dge of products the New Kendall Guaranty Agreement to the Collateral Agent, substantially in ▇▇▇ ▇▇rm attached hereto as EXHIBIT G (provided that the opinion of counsel referenced therein may be delivered by Seller for Company one or more counsel and Purchasermay contain customary assumptions and qualifications) (the "FIRST KENDALL CONSENT TO PLEDGE") and (iii) a duly executed Consent and Ag▇▇▇▇▇▇▇ with respect to the pledge of the Kendall Purchase Agreement to the Collateral Agent, substantially in ▇▇▇ ▇▇rm attached hereto as EXHIBIT H (provided that the opinion of counsel referenced therein may be delivered by one or more counsel and may contain customary assumptions and qualifications) (the "SECOND KENDALL CONSENT TO PLEDGE"); (d) Rainy River shal▇ ▇▇▇▇▇er to the Assignee and the Assignee shall deliver to Rainy River: (i) a duly executed instrument of assignment and novation with respect to the MGE Purchase Agreement, substantially in the form attached hereto as Exhibit E EXHIBIT I (the “PLP to OCC Supply Agreement”"MGE ASSIGNMENT AND NOVATION AGREEMENT"); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale (ii) a duly executed instrument of datacom products byassignment and novation with respect to the WPPI Purchase Agreement, the Seller’s Brazilian subsidiary, substantially in the form attached hereto as Exhibit F EXHIBIT J (the “SMP to PLP Supply Agreement”"WPPI ASSIGNMENT AND NOVATION AGREEMENT"); (viiie) an agreement among Purchaser and Seller which provides for Seller Rainy River shall deliver to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services Assignee a duly executed instrument of amendment with respect to the CompanyMGE Guaranty Agreement, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, substantially in the form attached hereto as Exhibit G EXHIBIT K (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”"MGE AMENDMENT TO GUARANTY"), each of pursuant to which the guaranteed obligations under the MGE Guaranty Agreement shall be in full force limited to those obligations arising on or before the Closing, and effect as of the Closing DateMGE Guaranty Agreement shall have no application to, and ALLETE shall have no guaranty obligations with respect to, any fact, event or occurrence from or after the Closing; (xf) resignationsRainy River shall deliver to Assignee a duly executed instrument of amendment with respect to the WPPI Guaranty Agreement, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel substantially in the form attached hereto as Exhibit I EXHIBIT L (“Legal Opinion of Seller’s Counsel”the "WPPI AMENDMENT TO GUARANTY"), pursuant to which the guaranteed obligations under the WPPI Guaranty Agreement shall be limited to those obligations arising on or before the Closing, and the WPPI Guaranty Agreement shall have no application to, and MP Enterprises shall have no guaranty obligations with respect to, any fact, event or occurrence from or after the Closing; (xiiig) all other documents Assignee shall cause Parent to deliver to Rainy River a duly executed instrument of guaranty with respect to the MGE Purchase Agreement, substantially in the form attached hereto as EXHIBIT M (the "NEW MGE GUARANTY AGREEMENT"), pursuant to which Parent shall agree to guaranty the obligations of Assignee under the MGE Purchase Agreement in favor and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at for the benefit of MGE from and after the Closing.; (bh) At Assignee shall cause Parent to deliver to Rainy River a duly executed instrument of guaranty with respect to the WPPI Purchase Agreement, substantially in the form attached hereto as EXHIBIT N (the "NEW WPPI GUARANTY AGREEMENT"), pursuant to which Parent shall agree to guaranty the obligations of Assignee under the WPPI Purchase Agreement in favor and for the benefit of WPPI from and after the Closing, Purchaser shall deliver the following:; (i) Rainy River shall cause its parent company to deliver to Assignee a duly executed indemnification agreement, substantially in the Closing Date Payment form of EXHIBIT O (the "INDEMNIFICATION AGREEMENT"), pursuant to Seller by wire transfer of immediately available funds, which Rainy River's parent company agrees to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to indemnify the Closing DateAssignee Indemnified Person for Rainy River's obligations under this Agreement; (iij) payment Rainy River shall deliver to Seller Assignee and Assignee shall deliver to Rainy River a duly executed instrument of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior assignment and novation with respect to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Fuel Supply Agreement, duly executed by Purchaser, which shall be substantially in full force and effect the form attached hereto as of EXHIBIT P (the Closing Date"TMV ASSIGNMENT AND NOVATION AGREEMENT"); and (vk) all other documents and instruments reasonably requested Rainy River shall deliver to Assignee a duly executed copy of the Consent issued by Seller FERC to be delivered by Purchaser to Seller at the ClosingAssignment Transactions.

Deliveries at Closing. (a) At the Closing, the Purchaser shall deliver or cause to be delivered to Seller the following: (i) the Purchase Price set forth in Section 1.06; (ii) a certificate of Purchaser, duly executed by an appropriate officer thereof, certifying to compliance with the covenants set forth in Article VI, and satisfaction (or, as specified, waiver) of each of the conditions set forth in VIII; (iii) true, correct and complete copies of (1) the certificate of incorporation, as amended to date, of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware, (2) the by-laws of Purchaser, and (3) resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the Transactions contemplated hereby and thereby, in each case, accompanied by a certificate of the Secretary or Assistant Secretary of the Purchaser, dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date; (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the followingPurchaser: (i) the Certificate of Merger, duly executed by source code underlying the CompanyOwned Software; (ii) certificate(scertificates from the appropriate governmental official(s) representing or agencies, including without limitation, all relevant state(s) official authorizing entities including but not limited to the Shares owned by SellerSecretary of State and Franchise Tax Board, free and clear as applicable, as to the good standing of any LienSeller as of a date within seven (7) days of the Closing Date; (iii) evidencea duly executed Assignment, in form ▇▇▇▇ of Sale and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially Assumption Agreement in the form attached hereto as Exhibit D B (the “Escrow Assumption Agreement”), executed by Seller and all such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of Purchaser and its counsel, be necessary to vest in Purchaser, good, valid and marketable title to the Assets, subject to no Encumbrances and to put Purchaser in actual possession or control of the Assets; (iv) a certificate of Seller, duly executed by an appropriate officer thereof, certifying to compliance with the covenants set forth in Articles V and VI, and satisfaction (or, as specified, waiver) of each of the conditions set forth in Article VII; (v) true, correct and complete copies of (1) the certificate of incorporation, as amended to date, of Seller and the Inactive Subs, certified as of a recent date by the Secretary of State of the applicable state of incorporation, (2) the by-laws of Seller, (3) resolutions duly and validly adopted by (a) the Board of Directors and (b) the majority of the Shareholders of InterScope evidencing the authorization of the execution and delivery of this Agreement (in the case of Trestle), the other Transaction Documents to which shall be in full force it is a party and effect the consummation of the Transactions contemplated hereby and thereby, and with respect to the resolutions of the Board of Directors, accompanied by a certificate of the Secretary or Assistant Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date; (vi) an agreement among Purchaser, Seller executed letter addressed to InterScope’s banking institutions on behalf of InterScope directing such banks to deliver all amounts in InterScope’s bank accounts to an account designated in writing by Purchaser as of the Closing Date and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”)thereafter; (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale executed letters to each of datacom products by, the Seller’s Brazilian subsidiarycustomers, in on behalf of each Seller directing such customers to directly pay Purchaser as of the form attached hereto as Exhibit F (the “SMP Closing Date. Such payments to PLP Supply Agreement”)be made directly to Purchaser at Trestle Acquisition Corp., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇; (viii) an agreement among Purchaser all Consents, waivers and Seller which provides for Seller estoppels from third parties as required to allow consummate the Company to continue operations in the same form and manner Transactions contemplated by this Agreement, all as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”set forth on Schedule 3.02(c); and; (ix) employment agreementsdelivery of completed product documentations, in form and substance acceptable to Purchaserincluding accurate, containingupdated drawings for all hardware components & subassemblies, among other thingssource code for all software, confidentialityspecifications, non-compete and non-solicitation provisionsdesigns, duly executed by test data, wiring diagram, assembly instructions etc. In the employees even such documentation is not complete, the cost of completing such documentation will be deducted from the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each amount of which shall be in full force and effect as of the Closing Date;reimbursable expenses. (x) resignations, in warranty that at least one fully working imager/loader device has been manufactured and is available. In the event that such a device is not available the cost for making this device available will be deducted form and substance reasonably acceptable to Purchaser, effective as the amount of the Closing Date, of each officer and director of the Company;reimbursable expense. (xi) evidence, in form such other instruments and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents certificates of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto transfer as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments may be reasonably requested by Purchaser to be delivered by Seller to Purchaser at the ClosingPurchaser. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, Seller the Selling Parties shall deliver or cause make the following deliveries to be delivered to Purchaser the followingBuyer: (i) the Certificate of Merger, ▇▇▇ shall deliver to Buyer: (1) a duly executed by the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear ▇▇▇▇ of any Lien; (iii) evidencesale, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D 1.2(a)(i), transferring the ▇▇▇ New LLC Interests (the “Escrow Agreement”"▇▇▇ ▇▇▇▇ OF SALE"), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vii) a duly executed certificate, countersigned by the Transfer Agent (as defined below), representing 757,193 Common Units in the name of the Buyer (or an agreement among PurchaserAffiliate designated in writing), Seller (ii) a copy of a letter from ▇▇▇, addressed to and acknowledged by the Bank of New York, as the transfer agent and registrar with respect to the Common Units (the "TRANSFER AGENT"), instructing such Transfer Agent to cancel the certificate(s) representing the ▇▇▇ Common Units and to reissue a new certificate representing 757,193 Common Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the ▇▇▇ Common Units; (i) a duly executed certificate, countersigned by the transfer agent therefor, representing 4,589,193 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from ▇▇▇, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company which provides for to cancel the private label manufacturing certificate(s) representing the ▇▇▇ Subordinated Units and to reissue a new certificate representing 4,589,193 Subordinated Units in the name of Fiberguard® family the Buyer (or an Affiliate designated in writing) and (iii) a copy of products by Seller for Company and Purchaserthe cancelled certificate(s) representing the ▇▇▇ Subordinated Units; (ii) WNGL shall deliver to Buyer: (1) a duly executed ▇▇▇▇ of sale, in substantially the form attached hereto as Exhibit E 1.2(a)(ii), transferring the WNGL New LLC Interests (the “PLP to OCC Supply Agreement”"WNGL ▇▇▇▇ OF SALE," and with the ▇▇▇ ▇▇▇▇ of Sale, the "BILLS OF SALE"); (vii2) (i) a duly executed certificate, countersigned by the Transfer Agent, representing 322,501 Common Units in the name of the Buyer (or an agreement among Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the Transfer Agent, instructing the Transfer Agent to cancel the certificate(s) representing the WNGL Common Units and to reissue a new certificate representing 322,501 Common Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Common Units; (i) a duly executed certificate, countersigned by the transfer agent therefor, representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing), (ii) a copy of a letter from WNGL, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Subordinated Units, instructing the New Company to cancel the certificate(s) representing the WNGL Subordinated Units and to reissue a new certificate representing 1,090,501 Subordinated Units in the name of the Buyer (or an Affiliate designated in writing) and (iii) a copy of the cancelled certificate(s) representing the WNGL Subordinated Units; (iii) the Old Company shall deliver to Buyer: (1) a duly executed certificate, countersigned by the transfer agent therefor, representing 7,830,924 Class B Common Units in the name of the Buyer (or an Affiliate designated in writing), (2) a copy of a letter from the Old Company, addressed to and acknowledged by the New Company, as the general partner of the Partnership and the transfer agent and registrar with respect to the Class B Common Units, instructing the New Company to cancel the certificate(s) representing 7,830,924 Class B Common Units in the name of the Old Company and Seller which provides for to reissue a new certificate representing 7,830,924 Class B Common Units in the continued purchase from Company by, name of the Buyer (or an Affiliate designated in writing) and sale (3) a copy of datacom products by, the Seller’s Brazilian subsidiarycancelled certificate(s) in the name of the Old Company; (iv) ▇▇▇ and WNGL shall together deliver to Buyer: (1) a duly executed copy of the New Omnibus Agreement, in substantially the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”1.2(a)(iv)(1); (viii2) an agreement among Purchaser and Seller which provides for Seller to allow a duly executed copy of the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per monthTransition Services Agreement, in substantially the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”1.2(a)(iv)(2); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x3) resignationsa duly executed copy of the ATLAS Assignment, Contribution and License Agreement, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in substantially the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”1.2(a)(iv)(3);; and (xiii4) all other documents a duly executed copy of a Services Agreement between Buyer and instruments reasonably requested by Purchaser the Selling Parties, in form and substance to be delivered mutually agreed on by Seller to Purchaser at the Closingparties, reflecting the terms on the term sheet attached as Exhibit 1.2(a)(iv)(4). (b) At the Closing, Purchaser Buyer shall deliver make the following:following deliveries to the Selling Parties (or the New Company as specified in clause (ii) below): (i) payment of the Closing Date First Payment to Seller by wire transfer of immediately available fundsthe Purchase Price, to an account or accounts designated by Seller as provided in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateSection 1.3 below; (ii) payment to Seller one or more transfer applications in respect of the Legal Opinion Payment Common Units, Class B Common Units and Subordinated Units to be acquired by Purchaser by wire transfer of immediately available fundsit, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior the form specified in the Partnership Agreement, seeking admission to the Closing DatePartnership as a substitute limited partner (the "UNIT TRANSFER APPLICATION(s)"); (iii) a duly executed copy of the Escrow Amount to New Omnibus Agreement, in substantially the Escrow Agent on behalf of Sellerform attached hereto as Exhibit 1.2(a)(iv)(1); (iv) a duly executed copy of the Escrow Transition Services Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(2); (v) a duly executed by Purchaser, which shall be in full force and effect as copy of the Closing DateATLAS Assignment, Contribution and License Agreement, in substantially the form attached hereto as Exhibit 1.2(a)(iv)(3); and (vvi) all other documents a duly executed copy of a Services Agreement between Buyer and instruments reasonably requested by Seller the Selling Parties, in form and substance to be delivered mutually agreed on by Purchaser to Seller at the Closingparties, reflecting the terms on the term sheet attached as Exhibit 1.2(a)(iv)(4).

Deliveries at Closing. At or prior to the Closing: (a) At the Closing, The Seller shall deliver or cause the following to be delivered to Purchaser the followingLufkin: (i) an irrevocable stock transfer power with respect to the Certificate Stock and such additional instruments of Mergertransfer of the Stock as Lufkin may reasonably request to vest in Lufkin all the right, duly executed by title and interest in and to the CompanyStock; (ii) certificate(s) representing all other instruments and documents as may be reasonably required to consummate the Shares owned by Seller, free and clear of any Lientransactions contemplated hereby; (iii) evidence, a certified copy of resolutions of the board of directors of the Company approving this Agreement and the transactions contemplated hereby in a form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Lufkin; (iv) a non-foreign person affidavit of Seller as required by Section 1445 an executed copy of the Code, substantially in the forms attached hereto as Exhibit CEmployment Agreement; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as copy of the Closing DateLease Agreement; (vi) an agreement among Purchaser, Seller and Company which provides for executed copy of the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Escrow Agreement”); (vii) an agreement among executed copy of the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply License Agreement”); (viii) an agreement among Purchaser and a copy of each consent, approval, waiver or authorization of, or filing, registration or qualification with, any Governmental Entity or any other Person necessary for the consummation by the Seller which provides for Seller to allow or the Company to continue operations in of the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services transactions contemplated by this Agreement”); and; (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect Seller’s resignation as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each an officer and the sole director of the Company; (x) copies of all documents and instruments, duly executed by the Seller and/or the Company, necessary to lift and/or release any Encumbrances relating to the RMT Obligations; and (xi) evidencecertificates issued by appropriate Governmental Entities evidencing (A) the due organization, valid existence and good standing of the Company, as of a date not more than five calendar days prior to the Closing Date, in form its jurisdiction of organization and substance (B) the due registration or qualification of the Company as a foreign corporation, as of a date not more than five calendar days prior to the Closing Date, or such longer period as is reasonably acceptable to Purchaserpracticable under the circumstances, that all Material Consents and all necessary Consents in each of any Governmental Authority have been obtained or made; (xiithe other jurisdictions specified in Schedule 4.1(a) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closinghereto. (b) At the Closing, Purchaser Lufkin shall deliver the followingfollowing to the Seller: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller amount of the Legal Opinion Payment by Purchaser by $5,543,270.03, and evidence of Lufkin’s wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) funds of the Escrow Amount to the Escrow Agent on behalf Agent; (ii) an executed copy of Sellerthe Employment Agreement; (iii) an executed copy of the Lease Agreement; (iv) an executed copy of the Escrow Agreement; (v) an executed copy of the License Agreement; (vi) a copy of each consent, approval, waiver or authorization of, or filing, registration or qualification with, any Governmental Entity or any other Person necessary for the consummation by Lufkin of the transactions contemplated by this Agreement; (vii) a certificate issued by the appropriate Governmental Entity evidencing its due organization, valid existence and good standing, as of a date not more than five calendar days prior to the Closing Date, in the State of Texas; (viii) copies of all documents and instruments, duly executed by PurchaserLufkin, which shall be necessary to lift and/or release any Encumbrances relating to the RMT Obligations, and payment in full force and effect as by Lufkin of the Closing DateRMT Obligations (and evidence of such payment); (ix) a certified copy of resolutions of the board of directors of Lufkin approving this Agreement and the transactions contemplated hereby in a form reasonably acceptable to the Seller; and (vx) all other instruments and documents and instruments as may be reasonably requested by Seller required to be delivered by Purchaser to Seller at consummate the Closingtransactions contemplated hereby.

Deliveries at Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the followingBuyer: (i) certificates representing the Certificate of MergerEquity Interests, duly endorsed or accompanied by stock powers duly executed in blank for transfer; (ii) (A) a copy, certified by the Secretary of Seller or Assistant Secretary of Seller, of the resolutions of its board of directors authorizing the execution and delivery of this Agreement and the Related Documents, and consummation of the Transactions, and in each case such resolutions shall be in full force and effect and not revoked; (B) copies, certified by the Secretary of the Company, of the resolutions of the Company’s board of directors authorizing the execution and delivery of this Agreement and the Related Documents, and consummation of the Transactions, and in each case such resolutions shall be in full force and effect and not revoked; (C) a certificate of the Secretary or an Assistant Secretary or Manager (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of the Organizational Documents of the Company; and (D) a certificate dated as of a date not more than twenty (20) Business Days prior to the Closing Date as to the good standing of the Company, issued by the appropriate Governmental Entity of the jurisdiction of the Company’s organization; (iii) the original stock books and corporate minutes books of the Company; (iiiv) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness copies of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officerexecuted resignations, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller effective as required by Section 1445 of the CodeClosing Date, substantially in from the forms attached hereto as Exhibit Cdirectors and officers of the Company, duly executed by such director or officer of the Company; (v) a counterpart of the Transition Services Agreement, duly executed by an escrow agreementauthorized officer of Seller; (vi) a counterpart of the Transitional Intellectual Property License, duly executed by an authorized officer of Seller; (vii) such affidavits or instruments as the Title Company may reasonably require to issue final policies of the title insurance conforming in all respects with the Pro-forma Title Insurance Policies (with any such affidavits to be executed by Seller); (viii) a FIRPTA certificate in form consistent with Treasury Regulations Section 1.1445 2(b)(2)(iv); (ix) a copy of the Players List in the electronic format described on Schedule 3.6(a)(ix); (x) to the extent received by Seller prior to the Closing, a copy of any executed estoppel certificate pursuant to Section 6.4(c); (xi) such other agreements, documents and items specified in Section 7.2(d); and (xii) a quitclaim deed, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”)E, duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, whereby Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP conveys to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company byits interest in that certain parcel of real estate described as “Lot One (1) of Block 28 in ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and sale of datacom products by, the SellerJr.’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services Addition to the CompanyCity of ▇▇▇▇▇▇▇▇, for a period of six (6) months▇▇▇▇▇▇▇ County, with Iowa, according to the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreementrecorded plat thereof.”); and (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser Buyer shall deliver the followingor cause to be delivered to Seller: (i) the Closing Date Payment to Seller as provided in Section 3.1(a); (ii) a counterpart of the Transition Services Agreement, duly executed by wire transfer an authorized officer of immediately available fundsBuyer; and (iii) a counterpart of the Transitional Intellectual Property License, to duly executed by an account authorized officer of Buyer; and (iv) (A) a copy, certified by the Secretary of Buyer, of the resolutions of its board of directors authorizing the execution and delivery of this Agreement and the Related Documents, and consummation of the Transactions, and in each case such resolutions shall be in full force and effect and not revoked; (B) a certificate of the Secretary (or accounts designated by Seller in equivalent officer) of Buyer certifying that attached thereto are true and complete copies of the Organizational Documents of Buyer; and (C) a written notice delivered to Purchaser no later certificate dated as of a date not more than three twenty (320) Business Days prior to the Closing Date; (ii) payment Date as to Seller the good standing of Buyer, issued by the appropriate Governmental Entity of the Legal Opinion Payment by Purchaser by wire transfer jurisdiction of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the ClosingBuyer’s organization.

Deliveries at Closing. (a) At Contemporaneously with the Closingexecution and delivery of this Agreement, Seller shall deliver or cause to be Sellers have delivered to Purchaser the following: (ia) the Certificate of MergerThe Share Certificates, duly executed by endorsed in blank, evidencing all of the CompanyShares; (iib) certificate(s) representing the Shares owned by Seller, free and clear Written consent of any LienComerica Bank; (iiic) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness Written resignations of each of the Company has been paid in full officers and all Liens except Permitted Liens in connection therewith directors of Action; (d) The Noncompetition Agreement between Action and Bill▇ ▇. ▇▇▇▇▇, ▇▇. ("▇hite"); (e) The Noncompetition Agreement between Action and Kenn▇▇▇ ▇▇▇i▇ ▇▇▇▇; (f) The Noncompetition Agreement between Action and Bill▇ ▇. ▇▇▇▇▇, ▇▇.; (g) The Noncompetition Agreement between Action and R. Dani▇▇ ▇▇▇▇▇▇▇▇; (h) Evidence satisfactory to Purchaser that the Split Dollar Agreements have been terminated and that Action has no further obligation or liability (Bwhether accrued, contingent or otherwise) for the payment of any premium or other amount in respect of the insurance policies described therein and that Action has distributed to the Shareholders of Action the promissory notes which, prior to the date hereof, were held by Action to evidence amounts which have been paid by Action in respect of such insurance policies; (i) Evidence satisfactory to Purchaser that Action and each Seller has executed and delivered a waiver of their statutory preemptive rights and their respective rights under Article VI, Sections 5-6, of Action's Bylaws with respect to restrictions on the transfer of the Shares to Purchaser; (j) Evidence reasonably satisfactory to Purchaser that the "Shareholders Agreement for Common Stock in Action TV and Appliance Rental, Inc." by and among Action and each Seller has been irrevocably terminated; (k) Evidence reasonably satisfactory to Purchaser that all Indebtedness of Seller accounts receivable, accounts payable, loan and other indebtedness by and between Action, on the one hand, and any officer, director, or Affiliate of Seller or Company for borrowed money owed by any company or other entity in which such Seller has a direct or indirect financial interest, on the Company other hand, has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (ivl) Evidence satisfactory to Purchaser that all real estate owned by Action has been conveyed and transferred by Action to a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C; (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing Date; (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”)third party; and (ixm) employment agreements, Evidence satisfactory to Purchaser that any leases for stores currently used by Action but executed in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees name of White as the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority tenant have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser assigned to be delivered by Seller to Purchaser at the ClosingAction. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At the Closing, Seller the HS Parties shall deliver (or cause to be delivered delivered) each of the following to Purchaser FPH, in the followingorder such items are listed below: (i) confirmation that all of the Certificate Transferred Assets and all of Merger, duly the ▇▇▇▇▇▇ Parties’ rights to receive fees and other payments in respect of the Professional Entities and their assets (but excluding the JV Business Retained Rights) were transferred to New Hearthstone and dated and fully executed by and complete copies of each of the Companyassignment agreements and other instruments implementing those contributions of interests/assets to New Hearthstone; (ii) certificate(s) representing a certificate from Principal that Sellers are the Shares sole owners of all of the New Hearthstone Interests outstanding prior to Closing and that such interests are owned by Seller, Sellers free and clear of any LienEncumbrances, in each case after giving effect to the Preliminary Actions; (iii) evidence, in form an IRS Form W-9 from Principal and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of each Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein certifying that such amounts are to be paid in full)Party is a “U.S. person”; (iv) a non-foreign person affidavit certificate of Seller as required by Section 1445 good standing (or equivalent) for each of Legacy HS, MP Revocable Trust, New Hearthstone, each of the CodeProfessional Entities and each Subsidiary of any of the foregoing, substantially in each case issued by the forms attached hereto as Exhibit C; applicable Governmental Entity not more than ten (v10) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of Business Days before the Closing Date; (v) the certificates to be delivered pursuant to Section 2.4(a); (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchasercertificate to be delivered pursuant to Section 7.2(c), in the form attached hereto as Exhibit E (L-1, duly executed by the “PLP to OCC Supply Agreement”)applicable Seller; (vii) an agreement among the Company a Non-Compete and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiaryNon-Solicitation Agreement, in the form attached hereto as Exhibit F (H, duly executed by Principal, to become effective immediately before the “SMP to PLP Supply Agreement”)consummation of the transactions contemplated in Section 2.2(b) above; (viii) an agreement among Purchaser the Estimated Closing Statement and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, Estimated Receipts Statement in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreements, in form Exhibits N-1 and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”)N-2, each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three FPH at least five (35) Business Days prior to the Closing Date; (iiix) payment to Seller evidence of repayment in full of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing DateMori Note; (iiix) the Escrow Amount signature pages to the Escrow Agent on behalf assignment of interest agreements, duly executed by the applicable Seller, as contemplated in Section 2.2(b); (ivxi) signature pages to the Escrow LLC Agreement, duly executed by Purchasereach Seller, which shall be as contemplated in full force Section 2.2(b); (xii) copies of (x) the Limited Liability Company Agreement of Hearthstone Professionals – CS, LLC, duly executed by the parties thereto, in the form attached hereto as Exhibit M-1 (y) the Limited Liability Company Agreement of Hearthstone Professionals – PI, LLC, duly executed by the parties thereto, in the form attached hereto as Exhibit M-2 and effect (z) the Limited Liability Company Agreement of Hearthstone Professionals XIII LLC, duly executed by Legacy HS, MP Revocable Trust and the other parties thereto, in the form attached hereto as Exhibit M-3; (xiii) a copy of the Closing DateLegacy HS Secondment Agreement, in the form attached hereto as Exhibit I, duly executed by Legacy HS and New Hearthstone; (xiv) a copy of the Shared Services Agreement, in the form attached hereto as Exhibit J, duly executed by Legacy HS and New Hearthstone; (xv) a Sub-Management Agreement, pursuant to which Legacy HS engages New Hearthstone as sub-manager with respect to its obligations to KFHC LO P1 Holding, Inc., in the form attached hereto as Exhibit K-1, duly executed by Legacy HS and New Hearthstone; (xvi) a Sub-Management Agreement, pursuant to which Legacy HS engages New Hearthstone as sub-manager with respect to its obligations to KFHC LO P2 Holding, Inc., in the form attached hereto as Exhibit K-2, duly executed by Legacy HS and New Hearthstone; (xvii) a Letter Agreement re: Hearthstone XIII LLC, in the form attached hereto as Exhibit O, duly executed by Principal; (xviii) Fully executed copies of the documents identified on Section 2.3(a)(xvii) of the HS Disclosure Letter; (xix) The consents or approvals of the Persons identified on Section 7.2(e) of the HS Disclosure Schedule, in each case in form and substance acceptable to FPH in its sole discretion; and (vxx) A counterpart of each other Transaction Document to which any HS Party or New Hearthstone is a party, duly executed by that party, to become effective immediately following the consummation of all other documents and instruments reasonably requested by Seller of the transactions contemplated in Section 2.2 above. (b) At the Closing, FPH shall deliver (or cause to be delivered) the following to the HS Parties: (i) the certificate to be delivered pursuant to Section 7.3(c), duly executed by Purchaser FPH Member, in the form attached hereto as Exhibit L-2; (ii) an executed signature page to Seller the LLC Agreement as contemplated in Section 2.2(b); and (iii) signature pages to each assignment of interest agreement, duly executed by FPH Member, as contemplated in Section 2.2(b); and (iv) a duly executed counterpart of each other Transaction Document to which FPH Member is a party, with each such Transaction Document to become effective at the appropriate time in the sequence of events described in Section 2.2, all as set out in that Section. (c) At the Closing, Legacy HS and New Hearthstone will enter into a secondment arrangement as provided in the form of Secondment Agreement attached hereto as Exhibit I (the “Legacy HS Secondment Agreement”) pursuant to which Legacy HS will make the Legacy Employees available to New Hearthstone and its Subsidiaries through the end of December 31, 2025.

Deliveries at Closing. (a) At the Closing, Seller the Purchaser shall deliver or cause to be delivered to Purchaser the following: (i) to the Certificate of MergerSellers, duly executed by the Companyamount set forth in Sections 1.06(b) and (c); (ii) certificate(sto the Escrow Agent, the amounts set forth in Sections 1.06(d) representing the Shares owned by Seller, free and clear of any Lien(e); (iii) evidencea certificate of Purchaser, duly executed by an appropriate officer thereof, certifying to compliance with the covenants set forth in Article VI, and satisfaction (or, as specified, waiver) of each of the conditions set forth in Article VIII; (iv) true, correct and complete copies of (1) the certificate of incorporation, as amended to date, of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware, (2) the by-laws of Purchaser, and (3) resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the Transactions contemplated hereby and thereby, in form and substance reasonably acceptable to each case, accompanied by a certificate of the Secretary or Assistant Secretary of the Purchaser, that (A) all Indebtedness dated as of the Company has Closing Date, stating that no amendments have been paid made thereto from the date thereof through the Closing Date; (v) to the Sellers, a duly executed Assignment, Bill of Sale and Assumption Agreement in full the form attached hereto as EXHIBIT C; (vi) an opinion, dated the Closing Date, of Swidler Berlin Shereff Friedman, LLP, counsel to the Purchaser, addr▇▇▇▇▇ ▇▇ the Sellers, in substantially the form attached hereto as EXHIBIT D; and (vii) to the Sellers, agreements of assumption of the agreements with the Screen Actors Guild, Writers Guild of America and the Directors Guild of America. (b) At the Closing, the Sellers shall deliver to the Purchaser: (i) the Physical Properties; (ii) certificates from the appropriate governmental official(s) as to the good standing of and the payment of Taxes by the Sellers as of a date within ten (10) days of the Closing; (iii) a duly executed Assignment, Bill of Sale and Assumption Agreement in the form a▇▇▇▇hed hereto as EXHIBIT C, executed by Sellers and all Liens except such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of Purchaser and its counsel, be necessary to vest in Purchaser, good, valid and marketable title to the Assets, subject to no Encumbrances (other than Permitted Liens Encumbrances) and to put Purchaser in connection therewith have been terminated and (B) all Indebtedness actual possession or control of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full)Assets; (iv) a non-foreign person affidavit certificate of Seller each Seller, duly executed by an appropriate officer thereof, certifying to compliance with the covenants set forth in Article V, and satisfaction (or, as required by Section 1445 specified, waiver) of each of the Code, substantially conditions set forth in the forms attached hereto as Exhibit CArticle VII; (v) an escrow agreementtrue, substantially in correct and complete copies of (1) the form attached hereto certificate of incorporation, as Exhibit D (amended to date, of each of the “Escrow Agreement”)Sellers, duly executed by Seller, which shall be in full force and effect certified as of a recent date by the Secretary of State of the State of Delaware, (2) the by-laws of each of the Sellers, (3) resolutions duly and validly adopted by (a) the Board of Directors and (b) the majority of the Shareholders of each of the Sellers evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the Transactions contemplated hereby and thereby, in with respect to the resolutions of the Board of Directors, accompanied by a certificate of the Secretary or Assistant Secretary of each of the Sellers, dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date; (vi) an agreement among executed letter addressed to City National Bank on behalf of each Seller directing such bank to deliver all amounts in each Seller's bank accounts to an account designated in writing by Purchaser as of the Closing Date and thereafter. (vii) executed letters to each of Seller's customers, on behalf of each Seller directing such customers to directly pay Purchaser as of the Closing Date. Such payments to be made to an account designated in writing by Purchaser. (viii) an opinion, Seller and Company which provides for dated the private label manufacturing Closing Date, of Fiberguard® family of products by Seller for Company and Stubbs Alderton & Markiles, LLP, counsel to the Sellers, ▇▇▇▇essed to the Purchaser, in substantially the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”)EXHIBIT F; (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreementsall Consents, in form waivers and substance acceptable estoppels from third parties as required to Purchaserconsummate the Transactions contemplated by this Agreement, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed all as set forth on Exhibit H attached hereto, respectively (the “Employment Agreements”SCHEDULE 3.02(c), each of which shall be in full force and effect as of the Closing Date; (x) resignationsLien searches, a clearance certificate or similar document(s) that may be required by any state, local or foreign Governmental Entity in form and substance reasonably acceptable order to Purchaser, effective as relieve Purchaser of any obligation to withhold any portion of the Closing DatePurchase Price and such other instruments showing that there were no financing statements, of each officer and director judgments, Taxes or other Liens outstanding against the Sellers with respect to the Business or any of the CompanyAssets; (xi) evidenceto the extent applicable, in form payoff letters, UCC-3 termination statements and substance reasonably acceptable other documentation relating to Purchaserthe release of all security interests as necessary, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made;as set forth on SCHEDULE 3.02(c); and, (xii) a legal opinion by Seller’s counsel in the form attached hereto such other instruments and certificates of transfer as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments may be reasonably requested by Purchaser to be delivered by Seller to Purchaser at the ClosingPurchaser. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

Deliveries at Closing. (a) At In addition to and in accordance with the obligations of Seller set forth under ARTICLE 2, at the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Purchaser: (a) the following:Transferred Assets (including the Transferred Contracts, if any); (b) fully-executed counterparts to the Collateral Agreements; (c) copies of the Books and Records, and any filings and other documentation (other than the Collateral Agreements) relevant to the Transferred Assets and not yet delivered; (d) fully-executed counterparts to the Escrow Agreement and such other documentation as the Escrow Agent may reasonably request; (e) written Consents for each Transferred Contract indicated on Schedule 1.1(xxx) hereto as requiring Consent and for which Consent has been obtained prior to Closing; (f) fully-executed counterparts to the Offer Letters and Purchaser’s standard Employment, Confidential Information and Invention Assignment Agreement (in form and substance satisfactory to Purchaser), for each of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, Peifeng Ni, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇; (g) fully-executed counterparts to the Consulting Agreement; (h) fully-executed counterparts to each of Non-Competition and Non-Solicitation Agreement with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Non-Competition and Non-Solicitation Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (i) fully-executed counterparts to the Certificate Employee Non-Competition and Non-Solicitation Agreement from each of Merger, duly executed by the CompanyDesignated Employees; (iij) certificate(scertificate of good standing for Seller from the Secretary of State of the State of Washington, and in each state in which Seller is qualified to do business, each dated within five (5) representing business days prior to the Shares owned by Seller, free and clear Closing certifying as to the good standing of any LienSeller in such states; (iiik) evidencelegal opinion from K&L Gates, in form and substance reasonably acceptable legal counsel to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the CodeSeller, substantially in the forms form attached hereto as Exhibit CF; (vl) certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documents and the good standing of Seller, (ii) the valid adoption of resolutions of the Board of Directors of Seller (whereby the Agreement and Transactions were unanimously approved by the Board of Directors of Seller), and (iii) the valid adoption of resolutions of the Stockholders of Seller approving the Agreement and Transactions; (m) an amendment to the Development Agreement dated September 28, 2005, and to the Second Amended and Restated Reseller Agreement as amended on August 28, 2008, each with Systweak, Inc., including a fully-executed source code escrow agreement, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), duly executed by Seller, which shall be in full force and effect as of the Closing DateG; (vin) an agreement among Purchaser, evidence reasonably satisfactory to Purchaser (as determined in its sole and absolute discretion) that Seller and Company which provides has amended or terminated the Seller Lease enabling Purchaser to directly enter into a lease with the landlord for the private label manufacturing office space on the 3rd floor of Fiberguard® family of products by Seller for Company and Purchaserthe premises located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; (o) fully-executed assignments in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”)H from each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (viip) an agreement among the Company evidence reasonably satisfactory to Purchaser (as determined in its sole and absolute discretion) that Seller which provides for the continued purchase from Company by, has implemented such changes and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto modifications as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”set forth on Schedule 3.2(p); and (ixq) employment agreements, in form such other instruments and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which documents as shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at in connection with this Agreement and the Closing. (b) At the Closing, Purchaser shall deliver the following: (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (ii) payment to Seller consummation of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent on behalf of Seller; (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the ClosingTransactions.

Deliveries at Closing. (a) At In consideration of the ClosingPurchase Price, Seller shall deliver deliver, or cause to be delivered to Purchaser delivered, the following: (i1) the Certificate of Merger, a duly executed by ▇▇▇▇ of Sale for the Company; (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien; (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full); (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, Assets substantially in the forms form attached hereto as Exhibit C;------- D (the "▇▇▇▇ of Sale"); - (v2) an escrow agreementcompleted assignment, novation and/or transfer agreements for any Assets requiring such agreements, including but not limited to, contract(s), contract option(s), contract right(s), and leases of real or personal property, substantially in the form attached hereto as Exhibit D E; --------- (3) subject to Section 7.2 hereof, such other consents and waivers of third parties as may be necessary to consummate the “Escrow transactions contemplated by this Agreement”); (4) all other documents of title, duly executed by Sellerassignments and other instruments as, which shall be in full force the reasonable judgment of Buyer, are necessary to vest in Buyer good and effect as of valid title to the Closing Date; Assets; (vi5) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, Non-Competition Agreement substantially in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”); (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale C duly executed on --------- behalf of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”); (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six ; (6) monthscertified copies of the Resolutions adopted by the Board of Directors and the Shareholders of Seller authorizing the transactions as contemplated by this Agreement; (7) a certificate of incumbency and specimen signatures of the signatory officers of Seller, which shall have attached thereto a certified copy of Seller's Certificate of Incorporation and Bylaw or other organizational documents; (8) good standing certificates as of a date not more than twenty five (25) days prior to the Closing, issued by the Secretary of State of the state of incorporation of Seller and any U.S. state in that Seller is qualified to do business as a foreign corporation; and (9) satisfactory evidence of the release of all liens against the Assets, including, but not limited to the release by Seller's secured lender of any interest in the Assets and a list of all responses to official actions that are due within three (3) months after the Closing Date in connection with the fee for such services to be One Dollar ($1.00) per monthpatents, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and (ix) employment agreementstrademarks or service ▇▇▇▇ registrations, in form copyright registrations, and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company applications therefor listed on Exhibit H attached hereto, respectively (the “Employment Agreements”), each of which shall be in full force and effect as of the Closing Date; (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company; (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made; (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”); (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the ClosingSchedule 5.11. (b) At the Closing, Purchaser Buyer shall deliver to Seller, the following: (i1) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller provided for in a written notice delivered to Purchaser no later than three Section 2.3; ----------- (2) the Note provided for in Section 2.3; ----------- (3) Business Days prior to the Closing Date; (ii) payment to Seller of Non-Competition Agreement substantially in the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date; (iii) the Escrow Amount to the Escrow Agent form attached hereto as Exhibit C duly executed on behalf of Seller; Buyer; (iv4) a certified copy of the Escrow resolutions adopted by the Board of Directors of Buyer authorizing the transactions contemplated by this Agreement, duly executed by Purchaser, ; (5) a certificate of incumbency and specimen signatures of the signatory officers of Buyer which shall be in full force have attached thereto a certified copy of Buyer's Articles of Incorporation and effect as of the Closing Date; and (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.Bylaws;