MASTER INKJET SALE AGREEMENT AMONG FUNAI ELECTRIC CO., LTD. LEXMARK INTERNATIONAL, INC. AND LEXMARK INTERNATIONAL TECHNOLOGY, S.A., April 2, 2013 (Japan Standard Time) April 1, 2013 (U.S. Eastern Standard Time)

Exhibit 10.1

MASTER INKJET SALE AGREEMENT

AMONG

FUNAI ELECTRIC CO., LTD.

LEXMARK INTERNATIONAL, INC.

AND

LEXMARK INTERNATIONAL TECHNOLOGY, S.A.,

April 2, 2013 (Japan Standard Time)

April 1, 2013 (U.S. Eastern Standard Time)


TABLE OF CONTENTS

		Page

Section 1.	Definitions and Interpretations	1

Section 2.	Divestiture, Closing, and Conditions Precedent	5

Section 3.	Representations and Warranties of Buyer	9

Section 4.	Representations and Warranties of Seller	10

Section 5.	Post-Closing Covenants	11

Section 6.	Termination	12

Section 7.	Indemnification	12

Section 8.	Third Party Claim	14

Section 9,	Miscellaneous	16

EXHIBITS

Exhibit A	Share Purchase Agreement
Exhibit B	Asset Purchase Agreement
Exhibit C	Intellectual Property Assignment and License Agreement
Exhibit D	Transition Services Agreement

MASTER INKJET SALE AGREEMENT

This Master Inkjet Agreement (this “Agreement”) is entered into as of ▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇▇▇▇ Standard Time)(April 1, 2013 U.S. Eastern Standard Time), by and among Funai Electric Co., Ltd., a Japanese corporation (“Buyer”), Lexmark International, Inc., a Delaware corporation (“Lexmark”) and Lexmark International Technology, S.A., a Switzerland joint stock company (“LITSA” and together with Lexmark, each a “Seller” and together, “Sellers”). Buyer and Sellers are referred to herein, individually as a “Party,” and collectively as the “Parties.”

WHEREAS, Sellers and Buyer have agreed that Sellers shall sell, and Buyer shall purchase, the Business (later defined) of Sellers (the “Divestiture”);

WHEREAS, the Divestiture will be effected by the execution and consummation of (i) a certain Share Purchase Agreement by and between Buyer and LITSA dated the same date hereof (the “Share Purchase Agreement”), (ii) a certain Asset Purchase Agreement by and among Buyer and Sellers dated the same date hereof (the “Asset Purchase Agreement”), (iii) a certain Intellectual Property Assignment and License Agreement by and among Buyer and Sellers dated the same date hereof (the “IP Agreement”), and (iv) a certain Transition Services Agreement by and among Buyer and Sellers dated the same date hereof (the “Transition Services Agreement”);

WHEREAS, Sellers and Buyer desire to enter into this Agreement to coordinate the Divestiture.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

Section 1. Definitions and Interpretation.

(a) Definitions. In addition to all other terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person. As used in this definition, the term "control" (including the terms “controlled by" and "under common control with") means possession and exercise, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person whether by means of voting rights, contract or otherwise; provided, however, that the possession, directly or indirectly, of greater than fifty percent (50%) of the voting stock for the election of directors shall always be deemed “control” and provided, however, that such Person shall be deemed to be an Affiliate for purposes of this Agreement only so long as such other Person maintains such ownership or control.

“Agreement” has the meaning set forth in the Preface hereof.

“Asset Purchase Agreement” has the meaning set forth in the second Whereas clause.

“Asset Purchase Price” has the meaning set forth in Section 2(b).

“Breach” means any breach of, or any inaccuracy in, any representation or warranty or breach of, or failure to perform or comply with, any covenant or obligation in or of any of the Transaction Agreements in question, or any event that with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy, or failure.

“Business” means the business of the manufacture of certain inkjet printer cartridges and parts.

“Buyer” has the meaning set forth in the Preface hereof.

“Buyer Indemnified Persons” has the meaning set forth in Section 7(a).

“Closing” has the meaning set forth in Section 2(d).

“Closing Date” has the meaning set forth in Section 2(d).

“Contemplated Transactions” means the transactions to be performed prior to and on the Closing Date as contemplated by the Transaction Agreements except for the transactions to be performed after the Closing contemplated by the Transition Services Agreement.

“Disclosure Schedule” means the disclosure schedule attached hereto.

“Disputes” has the meaning set forth in Section 9(h).

“Divestiture” has the meaning set forth in the first Whereas clause.

“End Date” has the meaning set forth in Section 6(a)(iv).

“Event” means any event, act, omission, error, lapse, fact, incident, situation or circumstance.

“Excluded Assets” has the meaning set forth in Section 2(b) of the Asset Purchase Agreement.

“Fundamental Warranties” means representations and warranties of Sellers set forth in Section 4 of this Agreement, Section 3(a)(i) and Section 4(a)(i), 4(a)(iii), (b), and (l) of the Share Purchase Agreement, and Section 3(a) and (g) of the Asset Purchase Agreement.

“Future Product” has the meaning set forth in the IP Agreement.

“Governmental Body” means any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign or other government, or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, body or other entity and any court, arbitrator or other tribunal).

“ICC” has the meaning set forth in Section 9(h).

“Indemnified Person” has the meaning set forth in Section 7(e).

“Indemnifying Party” has the meaning set forth in Section 7(e).

“IP Agreement” has the meaning set forth in the second Whereas clause.

“IP Purchase Price” has the meaning set forth in Section 2(b).

“Knowledge” means (i) the actual knowledge of the individuals set forth on Schedule X, or (ii) the knowledge that such individual set forth on Schedule X would be reasonably expected to have concerning the existence of a fact, matter, or circumstance, as a result of their position in such a role with a company of a similar size in an industry similar to the Business.

“Laws” means any statute, law, ordinance, regulation, order or rule of any Governmental Body, including those covering environmental, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters, as well as any applicable principle of common law.

“Legal Requirement” means any constitution, law, ordinance, principle of common law, code, rule, regulation, statute, act, treaty, or order of general applicability of any Governmental Body, including rules and regulations promulgated thereunder.

“Lexmark” has the meaning set forth in the Preface hereof.

“Liability” means with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

“LIPI” or “Company” means Lexmark International (Philippines), Inc., a corporation organized under the laws of Republic of the Philippines.

“LIPI Share Purchase Price” has the meaning set forth in Section 2(b).

“LITSA” has the meaning set forth in the Preface hereof.

“Losses” means all costs, damages, disbursements, obligations, penalties, Liabilities, assessments, judgments, losses, injunctions, orders, decrees, rulings, fines, fees, settlements, deficiencies, awards and penalties (including reasonable attorneys’ fees and expenses and judicial bonds or deposits), and other costs or expenses in connection with the defense of any Proceeding and amounts paid in settlement actually and directly suffered and disbursed.

“Material Adverse Change” means any effect or change that would be materially adverse to the business, operations, or properties of Sellers or Buyer, as relevant, taken as a whole, or to the ability of Sellers or Buyer, as relevant, to consummate timely the Contemplated Transactions,

other than to the extent of any effects or changes resulting from (a) changes in general economic, financial market, political or geopolitical conditions, natural disasters or other force majeure events except to the extent that such changes affect Sellers or Buyer, as relevant, taken as a whole, in a manner disproportionate to the effect of companies in its industry generally, (b) the execution or announcement of this Agreement or the Contemplated Transactions or the performance of any of the foregoing (including any loss of employees, any cancellation of or delay in customer orders, any litigation or any disruptions in supplier, distributor, partner of similar relationships), and (c) changes or effects directly resulting from any event, occurrence, development or state of circumstances disclosed in or incorporated by reference into the Disclosure Schedule.

“Organizational Documents” means the memorandum and articles of association, bylaws and the certificate of incorporation of an entity (or other similar organizational document) as currently in effect, including any amendments thereto.

“Party” and “Parties” have the meaning set forth in the Preface hereof.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or any other business entity.

“Proceeding” means any action, arbitration, mediation, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial, or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving any Governmental Body.

“Purchase Price” has the meaning set forth in Section 2(b).

“Retained Liabilities” has the meaning set forth in Section 2(d) of the Asset Purchase Agreement.

“Rules” has the meaning set forth in Section 9(h).

“Sellers” has the meaning set forth in the Preface hereof.

“Seller Indemnified Persons” has the meaning set forth in Section 7(c).

“Share Purchase Agreement” has the meaning set forth in the second Whereas clause.

“Third Party” means any Person other than the Parties or their respective Affiliates.

“Third Party Claim” has the meaning set forth in Section 8(a).

“Third Party Claim Notice” has the meaning set forth in Section 8(a).

“Transaction Agreements” means this Agreement, the Share Purchase Agreement, the Asset Purchase Agreement, the IP Agreement, and the Transition Services Agreement.

“Transferred Assets” has the meaning set forth in Section 2(a) of the Asset Purchase Agreement.

“Transferred IP” means all the Patents assigned, transferred and conveyed to Buyer under the IP Agreement.

“Transferred Products” has the meaning set forth in Section 5(b).

“Transition Service Price” has the meaning set forth in Section 2(b).

“Transition Services Agreement” has the meaning set forth in the second Whereas clause.

(b) Interpretation. The following rules of interpretation will apply in this Agreement.

(i) The term “including” means “including without limitation”.

(ii) The words “herein”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole, and not to any particular Section or Subsection in this Agreement.

(iii) Whereas clauses, headings and subtitles included herein are inserted for convenience only and do not affect the construction hereof, words denoting the singular include the plural and vice versa, and words denoting one gender include each gender and all genders.

(iv) Unless otherwise provided for herein, if a period of time is specified as from a given day or from the day of an act or event, it shall be calculated exclusive of that day and including the relevant last day of this period of time.

(v) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

(vi) Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.

(vii) Unless the context otherwise requires, references herein to:

(A)

a month, quarter and year are references to a month, quarter and year of the Gregorian Calendar;

(B)

Whereas, Sections, Subsection, Exhibit or Schedule refer to the appropriate recitals, sections, subsections, exhibits or schedules hereof;

(C)

a document, instrument and agreement are references to such document, instrument and agreement (including schedules thereto and, where applicable, any of its provisions) as amended, modified, varied, supplemented, novated or replaced and in effect at the time any such reference is operative;

(D)

a Party include its permitted successors and assigns;

(E)

a statute or law are construed as references to such statute or law as modified, amended, consolidated, extended or re-enacted and in effect at the time any such reference is operative, and include any administrative guidances, orders, regulations, instruments or other subordinate legislation made under the relevant statute or law; and

(F)

an authority, association or body whether statutory or otherwise are, if and when any such authority, association or body ceases to exist or being reconstituted, renamed or replaced or the powers or functions thereof being transferred to any other authority, association or body, references respectively to the authority, association or body established or constituted in lieu thereof or as nearly as may be succeeding to the powers or functions thereof.

Section 2. Divestiture, Closing, and Conditions Precedent.

(a) Consummation of Divestiture. On the date hereof, Buyer and Sellers shall consummate the Divestiture through the execution and consummation of the Share Purchase Agreement, the Asset Purchase Agreement, and the IP Agreement and the Transition Services Agreement.

(b) Purchase Price. The purchase price payable to Sellers for the Divestiture shall be One Hundred Million Dollars ($100,000,000) (the “Purchase Price”) (subject to adjustment as set forth below), which shall be allocated into Sixty Million Dollars ($60,000,000) for all the shares sold by LITSA under the Share Purchase Agreement (the “LIPI Share Purchase Price”), Seven Million Dollars ($7,000,000) for the Assets sold by Sellers under the Asset Purchase Agreement (the “Asset Purchase Price”), Thirty Two Million Dollars ($32,000,000) for the intellectual property assets assigned by Sellers under the Intellectual Property Assignment and License Agreement (the “IP Purchase Price”) and One Million Dollars ($1,000,000) for transitional services including technical training and assistance performed by Sellers under the Transition Services Agreement (the “Transition Service Price”).

(c) Payments. Buyer shall pay to Sellers the Purchase Price in the following installments through the use of cash on hand or financing of Buyer’s choice by wire transfer of immediately available funds to such account of Seller as notified to Buyer by Seller according to the following payment schedules:

(i) the first installment in the amount of Ninety Five Million ($95,000,000) to be payable on the Closing Date; and

(ii) the second installment in the amount of Five Million ($5,000,000) to be payable on or before 180 days after the Closing Date.

In addition, Buyer shall pay to Sellers a payment equal to the Retained Working Capital (as defined in the Share Purchase Agreement) on the Closing Date.

(d) Closing. The closing of the Contemplated Transactions (the “Closing”) shall take place

on the date of this Agreement or at such other time as the Parties may mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. The Closing shall take place remotely by electronic or facsimile transmissions (with originals promptly to follow), in either case, commencing at 12:01 A.M., Philippine Time on the Closing Date, or at such other time or such other manner as the Parties may mutually agree, and be effective as of 12:01 A.M., Philippine Time on the Closing Date.

(e) Conditions Precedent to Buyer’s Obligations to Close. The obligations of Buyer to pay the first installment of the Purchase Price to Sellers as provided for in Section 2(c)(i) and to perform the other actions at the Closing Date under the Transaction Agreements are subject to the satisfaction, at or prior to the Closing of each of the following conditions (any of which may be waived in whole or in part by Buyer):

(i) Sellers’ Representations and Warranties. Each of the representations and warranties of Sellers as of the Closing contained in the Transaction Agreements and shall be true, correct and accurate in all material respects.

(ii) Sellers’ Performance. The covenants and obligations that Sellers are required to perform or comply with pursuant to the Transaction Agreements at or prior to the Closing Date shall have been duly performed or complied with in all material respects.

(iii) No Proceedings. There shall have been commenced or threatened against Buyer, no Proceeding (A) involving any challenge to, or seeking relief (monetary or otherwise) in connection with, any Contemplated Transaction or (B) that would be reasonably likely to have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, any such Contemplated Transaction.

(iv) No Conflict. Neither the consummation nor the performance of any Contemplated Transaction shall, directly or indirectly (with or without notice or lapse of time), contravene, conflict with, or violate, or cause Buyer to suffer any material Loss under any applicable Legal Requirement.

(v) No Material Adverse Change. Sellers shall not have suffered any Material Adverse Change and no event shall have occurred, and no circumstance shall exist, that could result in a Material Adverse Change with respect to Sellers.

(vi) Delivery of Documents and Consents. All documents evidencing the actions to be carried out by Sellers pursuant to the Transaction Agreements, shall have been delivered to

Buyer.

(vii) Transaction Agreements. Sellers shall have executed the Transaction Agreements.

(viii) Other Conditions Precedent. The conditions precedent to Buyer’s obligations to close as set forth in any Transaction Agreement other than this Agreement shall have been fulfilled to Buyer’s reasonable satisfaction (or waived by Buyer).

(f) Conditions Precedent to Sellers’ Obligations to Close. The obligations of Sellers to consummate the Contemplated Transactions and to perform the other actions at the Closing Date under the Transaction Agreements are subject to the satisfaction, at or prior to the Closing of each of the following conditions (any of which may be waived in whole or in part by Sellers):

(i) Buyer’s Representations and Warranties. Each of the representations and warranties of Buyer as of the Closing contained in the Transaction Agreements and shall be true, correct and accurate in all material respects.

(ii) Sellers’ Performance. The covenants and obligations that Buyer is required to perform or comply with pursuant to the Transaction Agreements at or prior to the Closing Date shall have been duly performed or complied with in all material respects.

(iii) No Proceedings. There have been commenced or threatened against either of Sellers, no Proceeding (A) involving any challenge to, or seeking relief (monetary or otherwise) in connection with, any Contemplated Transaction or (B) that would be reasonably likely to have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, any such Contemplated Transaction.

(iv) No Conflict. Neither the consummation nor the performance of any Contemplated Transaction, directly or indirectly (with or without notice or lapse of time), contravene, conflicts with, or violates, or causes Sellers to suffer any material Loss under any applicable Legal Requirement.

(v) No Material Adverse Change. Buyer shall not have suffered any Material Adverse Change and no event shall have occurred, and no circumstance shall exist, that could result in a Material Adverse Change with respect to Buyer.

(vi) Delivery of Documents and Consents. All documents evidencing the actions to be carried out by Buyer pursuant to the Transaction Agreements, shall have been delivered to

Sellers.

(vii) Transaction Agreements. Buyer shall have executed the Transaction Agreements.

(viii) Other Conditions Precedent. The conditions precedent to Sellers’ obligations to close as set forth in any Transaction Agreement other than this Agreement shall have been fulfilled to Sellers’ reasonable satisfaction (or waived by Sellers).

(g) Closing Actions.

(i) Payment of Purchase Price. Buyer shall pay the portion of the Purchase Price set forth in Section 2(c)(i) to Sellers and deliver to Sellers evidence of such payment.

(ii) Sellers’ Delivery of Certificates. Each Seller shall deliver (or shall cause to

be delivered) to Buyer the following:

(A) copies of all documents to be delivered by LITSA to Buyer under the Share Purchase Agreement and certified as applicable that (x) such copies are complete and correct copies of such documents, (y) such documents are in full force and effect, (z) such documents have not been amended, modified or rescinded;

(B) a certificate, dated the Closing Date, signed on behalf of Sellers by its duly authorized officers, to the effect that the conditions set forth in Section 2(e) have been satisfied and that the representations and warranties in Section 4 are true, correct and accurate in all material respects;

(C) a certificate, dated the Closing Date, signed on behalf of each Seller and by duly authorized officers, attaching thereto copies of minutes of the meeting, of the board of directors or appropriate body of each Seller authorizing the execution and delivery of all Transaction Agreements to which such Seller is a party, and the performance of the Contemplated Transactions, on behalf of such Seller and certifying, as applicable, that (x) such copies are complete and correct copies of such documents, (y) such documents are in full force and effect and (z) such documents have not been amended, modified or rescinded;

(D) copies of all authorizations and consents Sellers are required to obtain and notices that Sellers are required to provide (x) in connection with the consummation of the Contemplated Transactions and (y) pursuant to applicable Law, if any.

(iii) Buyer’s Delivery of Certificates. Buyer shall deliver (or shall cause to be delivered) to Sellers the following:

(A) a certificate, dated the Closing Date, signed on behalf of Buyer by its authorized officers, to the effect that the conditions set forth in Section 2(f) have been satisfied and that the representations and warranties in Section 3 are true, correct and accurate in all material respects;

(B) a certificate, dated the Closing Date, signed on behalf of Buyer by a duly authorized officer, attaching thereto copies of the unanimous written consent, or minutes of the meeting (or an extract of the relevant portion thereof), of Buyer’s board of directors authorizing the execution and delivery of all Transaction Agreements, and the performance of the Contemplated Transactions, on behalf of Buyer and certifying, as applicable, that (x) such copies are complete and correct copies of such documents, (y) such documents are in full force and effect and (z) such documents have not been amended, modified or rescinded.

(iv) Additional Documents. Each of the Parties shall execute and deliver such other documents and instruments, provide such materials and information and take such

other actions as may reasonably be necessary, proper or advisable, to the extent permitted by applicable Law, to fulfill its obligations under the Transaction Agreements.

Section 3. Representations and Warranties of Buyer. Buyer represents and warrants to Sellers that the statements contained in this Section 3 are true, correct and accurate on the date hereof.

(a) Organization and Existence. Buyer is a Japanese corporation duly organized and validly existing under the Laws of Japan.

(b) Authorization and Enforceability. Buyer has full power and authority to execute and deliver the Transaction Agreements and to perform its obligations hereunder and thereunder. The Transaction Agreements constitute the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.

(c) No Notice or Filing, etc. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of, any Governmental Body in order to consummate the Contemplated Transactions. The execution, delivery and performance of the Transaction Agreements have been duly authorized by Buyer.

(d) No Violation and No Contravention. Neither the execution and delivery of any of the Transaction Agreements, nor the consummation of the Contemplated Transactions, shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Body, or court to which Buyer is subject or any provision of its Organizational Documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject.

(e) Availability of Fund. Buyer will have sufficient and available funds to pay the Purchase Price.

(f) Brokers. Except for Daiwa Securities Co., Ltd., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Buyer. Buyer is responsible for the fees and expenses of Daiwa Securities Co., Ltd.

(g) No Other Representations or Warranties. Except for the representations and warranties contained in the Transaction Agreements, Buyer does not make any other express or implied representation or warranty on behalf of or with respect to Buyer.

Section 4. Representations and Warranties of Sellers. In addition to their representations and warranties made in the Transaction Agreements other than this Agreement, Sellers, jointly and severally, represent and warrant to Buyer that the statements contained in this Section 4 are true, correct and accurate on the date hereof.

(a) Organization and Existence.

(i) Lexmark is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(ii) LITSA is a joint stock company duly organized, validly existing and in good standing under the laws of Switzerland.

(b) Authorization and Enforceability. Sellers have full power and authority to execute and deliver the Transaction Agreements and to perform their obligations hereunder and thereunder. The Transaction Agreements constitute the valid and legally binding obligation of Sellers, enforceable in accordance with their terms and conditions.

(c) No Notice or Filing, etc. Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of, any Governmental Body in order to consummate the Contemplated Transactions. The execution, delivery and performance of the Transaction Agreements have been duly authorized by Sellers.

(d) No Violation and No Contravention. Neither the execution and delivery of any of the Transaction Agreements, nor the consummation of the Contemplated Transactions, shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Body, or court to which Sellers are subject or any provision of its Organizational Documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Sellers are a party or parties or by which they are bound or to which any of their respective assets is subject.

(e) Brokers. Except for ▇▇▇▇▇▇▇ ▇▇▇▇▇ Co., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Sellers. Sellers are responsible for the fees and expenses of ▇▇▇▇▇▇▇ Sachs Co.

(f) No Other Representations or Warranties. Except for the representations and warranties contained in the Transaction Agreements, Sellers do not make any other express or implied representation or warranty on behalf of or with respect to Sellers, the Business, the Company, the Transferred Assets, Transferred IP or Transferred Products.

Section 5. Post-Closing Covenants.

(a) Non-Competition. Other than as contemplated by the Transaction Documents, for a period of five (5) years after the Closing Date, no Seller shall, directly or indirectly, engage, invest in, own, manage, operate, finance, control, or advise or render services in connection with the Business to, any Person engaged in the Business in the Field. “Field” means printers, all-in-one products and corresponding cartridges, parts and supplies incorporating inkjet technology, whether thermal or piezo electric and includes cartridges, parts and supplies manufactured on or after July 1, 2013 that are compatible with any product marketed and/or sold by Seller. The term “Field” does not include the following technologies: (i) hand-held, bar code labeling, and point-of-sale printing technology, (ii) microfluidic pump technology, (iii) printed electronics

technology, and (iv) Future Product technology, but only to the extent that such Future Product technology is designed primarily by or on behalf of an original equipment manufacturer other than Seller.

(b) Transferred Products. Buyer agrees that for a minimum of four years from the Closing Date, it shall make its commercially reasonable efforts to manufacture and sell cartridges, parts and supplies compatible with the Transferred Products in sufficient quantities to satisfy any demand generated by existing customers of such Transferred Products. “Transferred Products” means the following products marketed and/or sold by Seller: Pro715, Pro915, S315, S415, S515, OfficeEdge Pro4000, OfficeEdge Pro4000c, OfficeEdge Pro5500, and OfficeEdge Pro5500t, but does not include any equivalent products sold to any customer of Seller for resale under the brand of such customer.

(c) Further Actions. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party.

Section 6. Termination.

(a) Cause for Termination. Subject to Section 6(b) and 7(g), by notice given prior to or at the Closing, all of the Transaction Agreements may be terminated as follows:

(i) by mutual consent of Buyer and Sellers;

(ii) by Buyer if a material Breach of any provision of the Transaction Agreements has been committed by any Seller;

(iii) by Sellers if a material Breach of any provision of the Transaction Agreements has been committed by Buyer;

(iv) by Buyer if satisfaction of any condition in Section 2(f) by June 30, 2013 or such later date as the parties may agree upon (the “End Date”) becomes impossible (other than through the failure of Buyer to comply with its material obligations under the Transaction Agreements);

(v) by Sellers if satisfaction of any condition in Section 2(e) by the End Date becomes impossible (other than through the failure of any Seller to comply with its obligations under the

Transaction Agreements);

(vi) by Buyer if the Closing has not occurred on or before the End Date, unless Buyer is in material Breach of the Transaction Agreements; or

(vii) by Sellers if the Closing has not occurred on or before the End Date, unless Sellers are in material Breach of the Transaction Agreements.

(b) Effect of Termination. Buyer’s or Sellers’ right of termination under Section 6(a) is in addition to any other right it may have under the Transaction Agreements, at law or in equity,

and the exercise of such right of termination will not constitute an election of remedies. If any Transaction Agreement is terminated pursuant to Section 6(a), such Transaction Agreement shall be of no further force or effect; provided, however, that (i) Sections 6(b), 7, 8 and 9 shall survive the termination of such Transaction Agreement and will remain in full force and effect, and (ii) the termination of any such Transaction Agreement will not relieve any Party from any liability for any Breach of such Transaction Agreement occurring prior to termination.

Section 7. Indemnification.

(a) Indemnification by Sellers. Subject to the limitations set forth in Sections 7(b), (e), (f), (g), (h) and (i), Sellers shall, jointly and severally, indemnify and hold Buyer, its Affiliates (including the Company after the Closing Date) and their respective officers, directors, employees and agents, successors and assigns (“Buyer Indemnified Persons”), harmless from and against:

(i) any Losses incurred related to the Transferred Assets, the Transferred IP or the Business of Sellers (including that of the Company prior to the Closing Date), but only if and to the extent that any such Losses arise out of an Event occurring prior to the Closing Date; provided, however, that in no event shall Sellers be liable to indemnify any Buyer Indemnified Persons under this Section 7(a)(i) for any Losses that arise out of (A) any claim of patent infringement related to a design created by Sellers prior to the Closing Date and incorporated into a product sold by Buyer on or after the Closing Date, or (B) a defect in the design created by Sellers prior to the Closing Date and incorporated into a product sold by Buyer on or after the Closing Date; provided further, that nothing in this Section 7(a)(i) shall limit any indemnification rights of Buyer under any agreement that is not a Transaction Agreement;

(ii) any Losses incurred related to the Excluded Assets and the Retained Liabilities;

(iii) any Losses incurred due to any Breach of the representations and warranties (other than Fundamental Warranties) made by Sellers under any of the Transaction Agreements;

(iv) any Losses incurred due to material Breach to perform any agreement, covenant or undertaking expressly binding on Sellers pursuant to any of the Transaction Agreements; or

(v) any Losses for which Sellers are obligated to indemnify Buyer in connection with Section 5(b)(ii) of the Share Purchase Agreement; provided that, notwithstanding anything to the contrary herein, the processes and procedures of such indemnification shall be governed by Section 5(b) of the Share Purchase Agreement;

(vi) any Losses incurred due to any Breach of the Fundamental Warranties made by Sellers under any of the Transaction Agreements; or

(vii) any Losses incurred due to any Breach of any statement set forth under any certificate delivered under any Transaction Agreement.

(b) Limitations of Sellers’ Indemnity.

(i) Sellers’ obligation to make any indemnification payment under Section 7(a) shall be triggered after the indemnifiable amount exceeds Five Hundred Thousand Dollars ($500,000), at which point, Sellers will be obligated to indemnify Buyer from and against all such Losses suffered in excess of such threshold amount.

(ii) In no event shall the amount payable under Sellers’ obligations to indemnify the Buyer Indemnified Persons under Section 7(a)(iii) or 7(a)(vii) (except to the extent of a Breach of a Fundamental Warranty certified to thereunder) exceed Ten Million Dollars ($10,000,000), and in no event shall the amount payable under Sellers’ obligations to indemnify the Buyer Indemnified Persons under Section 7(a)(i), 7(a)(ii), 7(a)(iv), 7(a)(v), or 7(a)(vi) exceed the Purchase Price. Moreover, Buyer shall not be entitled to bring any claim under Section 7(a)(iii), 7(a)(vi) or 7(a)(vii) at any time after the 15 month anniversary of the Closing Date; provided that any claim with respect to any Fundamental Warranty may be brought until the date of the expiration of the statute of limitations applicable to the subject matter of such Fundamental Warranty.

(c) Indemnification by Buyer. Subject to the limitations set forth in Sections 7(d), (e), (f), (g), (h) and (i), Buyer shall indemnify and hold Sellers, its Affiliates and their respective officers, directors, employees and agents, successors and assigns (“Seller Indemnified Persons”) harmless from and against:

(i) any Losses related to the Transferred Assets, the Transferred IP or the Business of Buyer (including that of the Company on or after the Closing Date), but only if and to the extent that any such Losses arise out of Events occurring on or after the Closing Date which Sellers are not obligated to indemnify Buyer for under Section 7(a);

(ii) any Losses incurred by any Breach of the representations and warranties made by Buyer under this Agreement; or

(iii) any Losses incurred by any material Breach to perform any agreement, covenant or undertaking expressly binding on Buyer pursuant to any of the Transaction Agreements.

(d) Limitation of Buyer’s Indemnity.

(i) Buyer’s obligation to make any indemnification payment under Section 7(c) shall be triggered after the indemnifiable amount exceeds Five Hundred Thousand Dollars ($500,000), at which point, Buyer shall be obligated to indemnify Sellers from and against all such Losses suffered in excess of such threshold amount.

(ii) In no event shall the amount payable under Buyer’s obligations to indemnify the Seller Indemnified Persons under Section 7(c) exceed the Purchase

Price. Moreover, Seller shall not be entitled to bring any claim under Section 7(c)(ii) at any time after the expiration of the applicable statute of limitations with respect to such representations or warranties.

(e) Notices and Cure Time. In the event that a Buyer Indemnified Person or Seller Indemnified Person, as relevant (the “Indemnified Person”) has a direct claim against Sellers or Buyer, as relevant (the “Indemnifying Party”) for a Loss under Section 7(a) or (c), the Indemnified Person shall promptly notify the Indemnifying Party in writing of such claim, which written notice also includes (i) a detailed description of the facts and circumstances giving rise to an alleged Loss, and (ii) the aggregate amount being claimed with respect to the Loss, if any. If a Breach giving rise to such Loss set forth in Section 7(a) or Section 7(c) is capable of remedy, the Indemnified Person shall only be entitled to indemnification if it gives such written notice of the Breach and the Breach is not remedied within thirty (30) days from the date on which such written notice is received by the Indemnifying Party.

(f) WAIVER. NOTWITHSTANDING ANYTHING IN THIS SECTION 7 TO THE CONTRARY, ON OR AFTER THE CLOSING, NO INDEMNIFYING PARTY OR ITS AFFILIATE SHALL BE LIABLE TO ANY INDEMNIFIED PERSON FOR SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR EXEMPLARY LOSSES OR DAMAGES, INCLUDING LOST PROFITS OR DIMINUTION IN VALUE, WHETHER OR NOT SUCH LOSSES WERE REASONABLY FORESEEABLE, OTHER THAN WITH RESPECT TO ANY SUCH LOSSES INCLUDED IN A THIRD PARTY CLAIM AS TO WHICH AN INDEMNIFYING PARTY IS REQUIRED TO PROVIDE INDEMNIFICATION PURSUANT TO SECTION 8.

(g) Exclusive Remedy. Each Party hereto acknowledges and agrees that on or after the Closing, the indemnification provisions in this Section 7 shall be the exclusive remedy of the Indemnified Person with respect to all claims arising under or related to any of the Transaction Agreements or the Contemplated Transactions.

(h) Subrogation and Mitigation. After any indemnification payment is made pursuant to this Section 7, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights (if any) of the Indemnified Person against any third party in connection with the Losses to which such payment relates. Without limiting the generality of the preceding sentence, any Indemnified Person receiving an indemnification payment pursuant to the preceding sentence shall execute, upon the written request of the Indemnifying Party, any instrument reasonably necessary to evidence such subrogation rights. The Indemnified Persons shall use commercially reasonable efforts to mitigate any Loss in respect of which the Indemnifying Party asserts an indemnity claim under this Section 7.

(i) Net Recovery. The indemnified amount under this Section 7 shall be calculated net of: (A) any tax benefit received or receivable by the Indemnified Person for the Losses giving rise to the indemnification; and (B) the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements received or receivable by the Indemnified Person for the Losses. The Indemnified Person shall seek full recovery under all insurance policies covering any Loss to the same extent as they would be entitled to seek if such Loss was not subject to indemnification hereunder.

Section 8. Third Party Claim.

(a) Indemnification regarding Third Party Claim. The Indemnified Person shall receive notice of the assertion by any Third Party of any Loss or claim or commencement of any Loss (a “Third Party Claim”) with respect to which such Indemnifying Party is or may be obligated to provide indemnification hereunder; provided, however, that the Indemnified Person shall promptly notify the Indemnifying Party in writing of the Third Party Claim, which notice shall also set forth: (i) a detailed description of the facts and circumstances giving rise to the Third Party Claim, and (ii) the aggregate amount of the Losses being claimed with respect to the Third Party Claim, if any (the “Third Party Claim Notice”) and provided, further, that no failure or delay on the part of the Indemnified Person in notifying the Indemnifying Party shall relieve from, or otherwise affect, the obligation of the Indemnifying Party to provide indemnification under this Section 8, except to the extent that any Liabilities directly resulted from or were caused by such failure, or the Indemnifying Party is prejudiced thereby.

(b) Terms of Defense of Third Party Claim. The Indemnifying Party shall have thirty (30) days after receipt of the Third Party Claim Notice (unless the claim or action requires a response before the expiration of such thirty-day period, in which case the Indemnifying Party shall have until five (5) days before the required response date) to undertake, conduct and control, through counsel of its own choosing, the settlement or defense of the Third Party Claim, and the Indemnified Person shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (i) the Indemnifying Party shall permit the Indemnified Person to participate in such settlement or defense through counsel chosen by the Indemnified Person, provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party, (ii) the Indemnifying Party shall not settle any Third Party Claim without the Indemnified Person’s consent if the settlement requires the Indemnified Person to admit wrongdoing, pay any fines or refrain from any material action and (iii) if, in the written opinion of counsel to the Indemnified Person, the Indemnified Person has separate defenses from the Indemnifying Party and there is a conflict of interest between the Indemnified Person and Indemnifying Parties or if there is any danger of criminal Liability of the Indemnified Person, then the Indemnified Person shall be permitted to retain special counsel of its own choosing at the sole expense of the Indemnified Person.

(c) Failure to Undertake Defense. In the event that the Indemnifying Party fails to undertake the defense of a Third Party Claim in the manner and within the period provided in Section 8(b), the Indemnified Person may conduct the defense of the Third Party Claim at the expense of the Indemnifying Party, and the Indemnifying Party shall be bound by any determination resulting from such Third Party Claim or any compromise or settlement made by the Indemnified Person.

(d) Settlement of Claims. Regardless of whether the Indemnifying Party is undertaking the defense of the Third Party Claim pursuant to Section 8(b) above, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld, and any such payment or settlement of a Third Party Claim shall include a full, complete and irrevocable release for the benefit of the Indemnifying Party.

(e) Reimbursement. Any claim under this Section 8 for any matter involving a Third Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall assume the defense of a Third Party Claim in accordance with the provisions of this Section 8, the Indemnifying Party shall reimburse the Indemnified Person for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

Section 9. Miscellaneous.

(a) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties, its Affiliates, and their respective successors and permitted assigns and the Indemnified Persons.

(b) Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

(c) Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of Buyer and Sellers; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder (A) to one or more of its Affiliates, (B) as security to any lender providing financing for the Contemplated Transactions (and any replacement thereof), and (C) in connection with a sale of all or substantially all of the Business, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

(d) Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile), each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(e) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) 1 business day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iii) 4 business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

If to Sellers:

Lexmark International, Inc.

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇

and

Lexmark International Technology S.A.

20, Route de Pré-Bois, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇

▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, General Counsel - Lexmark EMEA

Copies (that shall not constitute notice) to:

▇▇▇▇▇▇▇▇ & Shohl LLP

▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Esq.

If to Buyer:

Funai Electric Co., Ltd.

7-1, 7-Chome, Nakagaito

Daito, Osaka 574-0013

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(g) Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to Delaware’s conflicts of law rules.

(h) Arbitration. All disputes or controversies (“Disputes”) arising out or in connection with this Agreement that are not solved by means of good faith negotiations between the Parties during a thirty (30)-day period starting on the date one of the Parties notifies in writing the other Parties of any Dispute shall be resolved by an arbitration panel and settled under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”) for the time being in force. The arbitration proceedings shall take place in New York, NY, where the arbitral award shall be rendered, and shall be conducted on a confidential basis in the English language. The arbitration panel shall be composed of three (3) arbitrators to be appointed in accordance with the Rules, one (1) of them appointed by Sellers and Buyer and the third (3rd) appointed by the other two (2) arbitrators. In the event the other two (2) arbitrators fail to appoint such third (3rd) arbitrator within ten (10) calendar days following their appointment, such third (3rd) arbitrator shall be appointed by the ICC. The arbitrators shall speak and write English fluently.

(i) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer and Sellers. No waiver by either Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in

writing and signed by the Party making such waiver, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(j) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of Buyer and Sellers will bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the Contemplated Transactions.

(l) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of the Transaction Agreements.

(m) Currency. Any reference to currency contained in this Agreement shall be interpreted to mean United States Dollars unless specifically stated otherwise on an instance by instance basis.

(n) Incorporation of Exhibits and Schedules. Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

[Signature page to immediately follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written, in as much originals as there are Parties to this Agreement.

BUYER:

FUNAI ELECTRIC CO., LTD.

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: President and CEO

SELLERS:

LEXMARK INTERNATIONAL, INC.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇ ▇. ▇▇▇▇▇

Title: Chairman and CEO

LEXMARK INTERNATIONAL

TECHNOLOGY, S.A.

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title: Managing Director

Exhibit A

SHARE PURCHASE AGREEMENT

BETWEEN

FUNAI ELECTRIC CO., LTD.

AND

LEXMARK INTERNATIONAL TECHNOLOGY, S.A.,

April 2, 2013 (Japan Standard Time)

April 1, 2013 (U.S. Eastern Daylight Time)


TABLE OF CONTENTS

		Page

Section 1.	Definitions and Interpretations	1

Section 2.	Purchase and Sale of Securities	7

Section 3.	Representations and Warranties Concerning Transaction	10

Section 4.	Representations and Warranties Concerning Company	11

Section 5.	Post-Closing Covenants	18

Section 6.	Miscellaneous	23

EXHIBITS

Exhibit A	Form of Deed of Absolute Sale of Shares
Exhibit A-1	Form of Deed of Assignment by nominee directors
Exhibit B	Irrevocable Proxy

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is entered into as of April 2, 2013 (Japan Standard Time) (April 1, 2013 U.S. Eastern Daylight Time), by and between Funai Electric Co., Ltd., a Japanese corporation (“Buyer”), and Lexmark International Technology, S.A., a Switzerland joint stock company (“LITSA” or “Seller”). Buyer and Seller are referred to herein, individually as a “Party,” and collectively as the “Parties.”

WHEREAS, Seller, itself or through its director nominees, owns all of the issued and outstanding shares of capital stock of Lexmark International (Philippines), Inc., a corporation organized under the laws of the Philippines (the “Company”).

WHEREAS, this Agreement contemplates a transaction in which Buyer will purchase from Seller, and Seller will sell to Buyer, all of the issued and outstanding shares of capital stock of the Company, as set forth further herein.

Section 1. Definitions and Interpretation.

(a) Definitions. In addition to all other terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

“Agreement” has the meaning set forth in the Preface hereof.

“Arbitrator” has the meaning set forth in Section 5(b)(iv).

“Asset Purchase Agreement” means the Asset Purchase Agreement dated as of the same date hereof, by and among Seller, Lexmark International, Inc. and Buyer.

“Breach” means any breach of, or any inaccuracy in, any representation or warranty or breach of, or failure to perform or comply with, any covenant or obligation in or of this Agreement or any of the Other Transaction Agreements in question, or any event that with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy, or failure.

“Business” means the business of the manufacture of certain inkjet printer cartridges and parts.

“Buyer” has the meaning set forth in the Preface hereof.

“Buyer Returns” has the meaning set forth in Section 5(b)(iv).

“Closing” has the meaning set forth in Section 2(d) of the Master Agreement.

“Closing Date” has the meaning set forth in Section 2(d) of the Master Agreement.

“Company” has the meaning set forth in the first Whereas clause hereof.

“Company Employees” has the meaning set forth in Section 5(c)(ii).

“Disclosure Schedule” means the disclosure schedule attached hereto.

“Disputes” has the meaning set forth in Section 6(h).

“Employee Benefit Plan” means any employee benefit plan and any stock purchase, stock option, severance, retention, change-in-control, fringe benefit, termination, supplemental retirement, collective bargaining, bonus, performance awards, incentive, deferred compensation and any and all other employee benefit plans, agreements, programs, policies or other arrangements relating to the employees of the Company.

“Environment” means soil, land surface and subsurface strata, surface waters (including navigable and nonnavigable inland and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (indoor air), plant and animal life, and any other environmental medium or natural resource.

“Environmental Law” means any Legal Requirement that provides for or relates to:

(a)

advising appropriate authorities, employees, or the public with respect to the use of any Hazardous Material, the Release or Threat of Release of Hazardous Material, violation of discharge or emission limits or other prohibitions, or any Hazardous Activity or any activity, such as resource extraction or construction, that could have a significant effect on the Environment;

(b)

preventing or reducing to acceptable levels the Release of Hazardous Material into the Environment;

(c)

reducing the quantities, or minimizing or controlling the hazardous characteristics, of Hazardous Material that are generated;

(d)

assuring that products are designed, formulated, packaged, and used so that they do not present an unreasonable risk to human health or the Environment when used or disposed of;

(e)

protecting the Environment;

(f)

reducing the risks involved in the transportation of Hazardous Material;

(g)

the cleanup of Hazardous Material that has been Released, preventing its Release, or addressing the Threat of Release, or paying the costs of such actions; or

(h) making a Person compensate any other Person for damage done to its health or property or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets or resources.

“Hazardous Activity” means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use of Hazardous Material and any other act, business, operation, or activity that increases the danger, or poses a risk of harm, to the Environment.

“Hazardous Material” means any substance, material, or waste that is or will foreseeably be regulated by any Governmental Body, including any material, substance, or waste that is defined or classified as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “pollutant,” “restricted hazardous waste,” “contaminant,” “toxic waste,” “pollutant,” or “toxic substance” under any provision of Environmental Law, including petroleum, petroleum products, asbestos, presumed asbestos-containing material or asbestos-containing material, urea formaldehyde, or polychlorinated biphenyls.

“ICC” has the meaning set forth in Section 6(h).

“IP Agreement” means the Intellectual Property Assignment and License Agreement dated as of the same date hereof, by and among Seller, Lexmark International, Inc. and Buyer.

“Key Employee Retention Agreement” has the meaning set forth in Section 5(c)(i).

“Leased Real Property” means all leasehold or sub-leasehold estates held by the Company and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property that is used in the Business.

“Leases” means all legally binding written leases, subleases, licenses, concessions and other such agreements, including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which the Company holds any Leased Real Property.

“Lien” means any mortgage, lien, pledge, charge, option, lease, levy, claim, covenant, security interest, license grant, encumbrance, usufruct, or other encumbrance of any kind whatsoever or conditional sales contract, title retention contract or other contracts to give any of the foregoing.

“LIPI Share Purchase Price” has the meaning set forth in Section 2(b).

“Master Agreement” means the Master Inkjet Sale Agreement, dated as of the same date hereof, by and among Buyer, Lexmark International, Inc. and LITSA.

“Material Adverse Effect” or “Material Adverse Change” means, any effect or change that would be materially adverse to the business, operations, or properties of Seller, Company or Buyer, as relevant, taken as a whole, or to the ability of Seller, Company or Buyer, as relevant, to consummate timely the transactions contemplated hereby, other than to the extent of any effects or changes resulting from (a) changes in general economic, financial market, political or geopolitical conditions, natural disasters or other force majeure events except to the extent that such changes affect Seller, Company or Buyer, as relevant, taken as a whole, in a manner disproportionate to the effect of companies in its industry generally, (b) the execution or announcement of this Agreement or the transactions contemplated hereby or the performance of any of the foregoing (including any loss of employees, any cancellation of or delay in customer orders, any litigation or any disruptions in supplier, distributor, partner of similar relationships), (c) changes or effects directly resulting from any event, occurrence, development or state of circumstances disclosed in or incorporated by reference into the Disclosure Schedule.

“Material Contracts” has the meaning set forth in Section 4(h)(i).

“Order” means any order, injunction, judgment, decree, ruling, assessment, or arbitration award of any Governmental Body.

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

“Organizational Documents” has the meaning set forth in Section 4(a)(ii).

“Other Incentive Agreements” has the meaning set forth in Section 5(c)(i).

“Other Transaction Agreements” means the IP Agreement, the Asset Purchase Agreement, the Master Agreement, the Transition Services Agreement and the Service Agreement.

“Owned Real Property” means all land, together with all buildings, structures, improvements, and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company and used in the Business.

“Party” and “Parties” have the meaning set forth in the Preface hereof.

“Permits” means all material governmental authorizations, licenses, permits, registrations, certificates, consents, accreditations and approvals that are held or owned by or are otherwise issued to the Company that are necessary or required for the Company to occupy, operate and conduct the Business.

“Permitted Liens” means the Liens set forth on Schedule Y.

“Pre-Closing Tax Period” has the meaning set forth in Section 5(b)(ii).

“Pre-Closing Tax Statement” has the meaning set forth in Section 5(b)(iv).

“Pre-Closing Taxes” has the meaning set forth in Section 5(b)(v).

“Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching, or migration on or into the Environment, or into or out of any property.

“Retained Working Capital” means cash amounting to USD 1.5 Million which the Seller determines to be necessary for the continued operation of the Company in the regular course of business, based on Company’s audited financial statements for the last three (3) years.

“Rules” has the meaning set forth in Section 6(h).

“Securities Regulation Code” has the meaning set forth in Section 6(o).

“Seller” has the meaning set forth in the Preface hereof.

“Seller Returns” has the meaning set forth in Section 5(b)(iii).

“Service Agreement” means the Service Agreement dated as of the same date hereof, by and among Sellers and Buyer.

“Shares” means all of the issued and outstanding shares of the Company.

“Straddle Period” has the meaning set forth in Section 5(b)(iii).

“Tax” or “Taxes” means any national, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition

thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax Liability of any other Person.

“Tax Claim” has the meaning set forth in Section 5(b)(ii).

“Tax Indemnified Person” has the meaning set forth in Section 5(b)(viii).

“Tax Indemnifying Person” has the meaning set forth in Section 5(b)(viii).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third Party” means any Person other than the Parties or their respective Affiliates.

“Threat of Release” means a reasonable possibility of a Release that could require action (including triggering notification or reporting under Environmental Law) in order to prevent or mitigate damage to the Environment that could result from such Release.

“Transition Services Agreement” means the Transition Services Agreement dated as of the same date hereof, by and among Seller, Lexmark International, Inc. and Buyer.

(b) Interpretation. The following rules of interpretation will apply in this Agreement.

(i) The term “including” means “including without limitation”.

(ii) The words “herein”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole, and not to any particular Section or Subsection in this Agreement.

(v) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

(vi) Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.

(vii) Unless the context otherwise requires, references herein to:

(A) a month, quarter and year are references to a month, quarter and year of the Gregorian Calendar;

(B) Whereas, Sections, Subsection, Exhibit or Schedule refer to the appropriate recitals, sections, subsections, exhibits or schedules hereof;

(C) a document, instrument and agreement are references to such document, instrument and agreement (including schedules thereto and, where applicable, any of its provisions) as amended, modified, varied, supplemented, novated or replaced and in effect at the time any such reference is operative;

(D) a Party include its permitted successors and assigns;

(E) a statute or law are construed as references to such statute or law as modified, amended, consolidated, extended or re-enacted and in effect at the time any such reference is operative, and include any administrative guidances, orders, regulations, instruments or other subordinate legislation made under the relevant statute or law; and

Section 2. Purchase and Sale of Securities.

(a) Purchase of Securities; Consideration. At the Closing, Seller shall sell all of its Shares to Buyer and Buyer shall acquire all such Shares, such that immediately after the Closing, Buyer shall own all of the equity securities of the Company, free and clear of all Liens, other than Permitted Liens provided that Buyer shall have the right to assign its rights and obligations herein to its Affiliate.

(b) Purchase Price. The purchase price for the Shares shall be the LIPI Share Purchase Price (as defined in the Master Agreement) (the “LIPI Share Purchase Price”).

(c) Payment. At the Closing, Buyer shall pay (i) the LIPI Share Purchase Price in accordance with Section 2(c) of the Master Agreement, and (ii) an amount equal to the Retained Working Capital.

(d) Deliveries at Closing.

(i) At the Closing, Seller shall deliver to Buyer the following:

(A) a good standing certificate (or other equivalent designation) for the Company issued by the Securities and Exchange Commission of the Philippines;

(B) a good standing certificate (or other equivalent designation) from the Philippine Economic Zone Authority (PEZA) as of the month immediately preceding Closing;

(C) the Liens on the Company’s assets that are set forth on Schedule 2(d)(i)(B) shall have been released in a manner reasonably satisfactory to Buyer;

(D) resignations, effective as of 11:59 P.M. Eastern Time on the Closing Date, of the officers and directors of the Company;

(E) a duly executed form of deed of absolute sale of shares for the Shares, in substantially the form of Exhibit A attached hereto;

(F) a deed of assignment duly executed by Seller’s nominee directors in the Company in favor of the Buyer’s nominee directors, in substantially the form of Exhibit A-1

attached hereto;

(G) a duly executed irrevocable proxy executed by Seller and its nominees to the Board of the Company designating Buyer as their proxy with power to vote the Shares in all meetings of the stockholders of the Company until the transfer of the Shares from Seller to Buyer is recorded in the books of the Company, in substantially the form of Exhibit B attached hereto;

(H) a duly executed Capital Gains Tax (CGT) Return (BIR Form No.1707);

(I) an official receipt of Seller for the consideration as reflected in the deed of absolute sale of shares referred to in paragraph (E) above;

(J) original stock certificates over the Shares, duly endorsed; and

(K) Secretary’s Certificate attesting to a resolution of Seller’s Board of Directors authorizing the sale of the Shares and designating its authorized representative to execute this Agreement and the deed of absolute sale of shares and to endorse the stock certificates covering the Shares.

(L) application for tax treaty exemption, if applicable, for the sale of the Shares duly received by the Bureau of Internal Revenue.

(ii) At the Closing, Buyer shall deliver to Seller the following:

(A) the payment set forth in Section 2(c);

(B) a duly executed form of deed of absolute sale of shares for the Shares, in substantially the form of Exhibit A attached hereto; and

(C) Secretary’s Certificate attesting to a resolution of Buyer’s Board of Directors authorizing the purchase of the Shares and designating its authorized representative to execute this Agreement and the deed of absolute sale of shares.

(e) Covenants of Seller Prior to Closing. Prior to the Closing, and except for the transactions contemplated under Section 3(b)(ii) and for circumstances and events beyond the control of the Seller:

(i) Seller shall maintain, and preserve intact, the assets of the Company;

(ii) Seller shall keep in full force and effect, without amendment, all material rights relating to any Material Contract; and

(iii) Seller shall comply in all material respects with all applicable Legal Requirements applicable to the Company.

(f) Conditions Precedent to Buyer’s Obligations to Close. Buyer’s obligations to purchase the Shares are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by Buyer):

(i) No Claim Regarding Ownership of the Shares or Sale Proceeds. There shall not have been made or threatened by any Third Party any claim asserting that such Third Party (A) is the holder or the beneficial owner of the Shares or (B) is entitled to all or any portion of the LIPI Share Purchase Price.

(ii) No Material Adverse Change. Seller and the Company have not suffered any Material Adverse Change and no event shall have occurred, and no circumstance shall exist, that could result in a Material Adverse Change with respect to Seller.

(iii) Delivery of Documents and Consents. All documents evidencing the actions to be carried out by Seller pursuant to this Agreement and the Other Transaction Agreements, shall have been delivered to Buyer.

(iv) Transaction Agreements. Seller shall have executed the Other Transaction Agreements.

(v) Other Conditions Precedent. The conditions precedent to Buyer’s obligations to close set forth in the Other Transaction Agreements other than those conditions stated herein shall have been fulfilled to Buyer’s satisfaction (or waived by Buyer).

(vi) Transfer of Equipment. Seller has transferred ownership to the Company of the equipment located in the premises of the Company and enumerated in Schedule 2(f)(vi).

(vii) Consent of Counterparties. The counterparties to the Material Contracts of the Company enumerated in Schedule 2(f)(vii) have indicated their written consent to the change in control of the Company and confirmed their intent to keep in effect the Material Contracts with the Company.

(viii) Intercompany Balances. The Company shall have settled all intercompany balances with Seller and Lexmark International, Inc. and their Affiliates.

(ix) Separation Pay. Seller shall have determined the list of Company employees whose services may be terminated on the ground of redundancy under Philippine Labor Laws and the Company shall have paid all separation pay and other benefits due to such former employees of the Company whose services were terminated effective prior to the Closing Date.

(x) Notice to PEZA. The Company shall have notified the PEZA of the change in control of the Company subject to the fulfillment of the conditions precedent to the Closing of the transfer of the Shares.

(xi) Transfer of Certain Parts, Components and Materials and Work in Process Inventory. Seller shall have transferred ownership to Company of the parts, components, raw materials and work in process inventory with value between $2,800,000 and $3,000,000, which are presently consigned to the Company by the Seller, and which the Company maintains in the ordinary course of business.

(g) Conditions Precedent to Seller’s Obligations to Close. Seller’s obligation to sell the Shares are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by Seller):

(i) Delivery of Documents and Consents. All documents evidencing the actions to be carried out by Buyer pursuant to this Agreement and the Other Transaction Agreements, shall have been delivered to Seller.

(ii) Transaction Agreements. Buyer shall have executed the Other Transaction Agreements.

(iii) Other Conditions Precedent. The conditions precedent to Seller’s obligations to close and set forth in the Other Transaction Agreements other than those conditions stated above shall have been fulfilled to Seller’s satisfaction (or waived by Seller).

Section 3. Representations and Warranties Concerning Transaction.

(a) Seller’s Representations and Warranties. In addition to the representations and warranties of Seller and Lexmark International, Inc. in the Other Transaction Agreements, Seller represents and warrants to Buyer that the statements contained in this Section 3(a) are true, correct and accurate on the date hereof.

(i) Securities. Seller, itself or through its nominees, holds of record and has legal and beneficial ownership over all of the issued and outstanding Shares of the Company free and clear of any restrictions on transfer, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, other than Permitted Liens. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of all or any part of its Shares. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of its Shares. Upon the delivery of the Shares to Buyer against payment of the LIPI Share Purchase Price, good title to the Shares, free and clear of all security interests, Liens, claims, charges, options and encumbrances of every kind and nature whatsoever will pass to Buyer.

(ii) Compliance with all Reportorial Requirements. The Company has complied with all reportorial requirements of the Philippine Economic Zone Authority, Department of Environment and Natural Resources and all other relevant Governmental Bodies.

(iii) No Other Representations or Warranties. Except for the representations and warranties contained in this Agreement and the other Transaction Agreements, Seller does not make any other express or implied representation or warranty on behalf of or with respect to Seller.

(b) Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that the statements contained in this Section 3 (b) are true, correct and accurate on the date hereof.

(i) Due Diligence Review. Buyer acknowledges that: (A) except for the specific representations and warranties made by Seller in Sections 3(a) and 4, it is not relying upon any representation or warranty of Seller or any Affiliate thereof or any officer, director, employee, agent or advisor, or any of them, nor upon the accuracy of any record, projection or statement made available or given to Buyer in the performance of such investigation and (B) it has had such opportunity to seek accounting, legal or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit.

(ii) Distributions and Purchases by Company. Other than the Retained Working Capital, Buyer acknowledges that it is intended that the Company be acquired with a zero cash balance, and no accounts receivable, and that the Company has recently (A) purchased certain assets from Affiliates for fair market value, and (B) declared as dividends any remaining cash (for which it had previous retained earnings), and/or transferred any subscriptions, and preferred shares of Lexmark Research and Development Corporation held by the Company to Seller. Further, Buyer acknowledges the Company will have and retain its accounts payable that were incurred in the ordinary course of business prior to the Closing; provided that it shall not have any accounts payable to any Affiliate of Seller

(iii) No Other Representations or Warranties. Except for the representations and warranties contained in this Agreement, Buyer does not make any other express or implied representation or warranty on behalf of or with respect to Buyer.

Section 4. Representations and Warranties Concerning Company. Except as set forth in the Disclosure Schedule attached hereto, Seller represents and warrants to Buyer that the statements with respect to the Company contained in this Section 4(a) are true, correct and accurate on the date hereof :

(a) Organization, Qualification, and Company Power.

(i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Philippines.

(ii) The Company has made available to Buyer correct and complete copies of the organizational documents of the Company, including, as applicable, the articles of incorporation, any bylaws, regulations, or other governance documents, each as amended (the “Organizational Documents”). The Company is not in material default under or in material violation of any provision of its Organizational Documents.

(iii) The Company has the requisite corporate power and authority and all licenses, Permits, and authorizations necessary to carry on the Business, and to own and use the properties owned and used by it, except when the failure to have any such license, Permit or authorization would not be reasonably expected to have a Material Adverse Effect with respect to the Company.

(iv) The Company is in good standing (or such other equivalent designation) in each jurisdiction in which it conducts business or the nature of its business and operations would require qualification as a foreign entity, except when the failure to be in good standing would not be reasonably expected to have a Material Adverse Effect with respect to the Comapny.

(b) Capitalization. The Company has 6,560,876 authorized Shares, and 3,644,144 issued and outstanding Shares, all of which are fully paid and nonassessable and are owned by Seller. As of the date of this Agreement, there are no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could cause the Company to issue, sell, or otherwise cause to become outstanding any of its share capital. As of the date of this Agreement, the Company does not have any outstanding options or other rights to acquire, directly or indirectly, share capital from Seller, and the Company does not have any obligation to repurchase or redeem any share capital of Seller. As of the date of this Agreement, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other rights with respect to the share

capital of the Company. There are no voting trusts, proxies, stockholders agreements or other agreements or understandings with respect to the Shares.

(c) Non-contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) result in a material violation of any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Body, or court to which the Company is subject or any provision of the Organizational Documents, or, (ii) except as set forth on Schedule 4(c) conflict with, result in a Breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel, or require any notice under any Material Contract. The Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement.

(d) Title to Tangible Assets. The Company has good and marketable title to, or a valid leasehold interest in, all of the tangible assets it uses in the conduct of the Business, free and clear of all Liens other than Permitted Liens. Except as expressly set forth in this Agreement, the tangible assets are “As Is” and “Where Is”. Seller makes no implied warranties of merchantability or non-infringement. A list of the tangible assets that are each valued at over $100,000, by original acquisition cost, is set forth on Schedule 4(d) and the same constitute all the material tangible assets necessary for Buyer to continue the Business of the Company.

(e) Legal Compliance. The Company has complied in all material respects with all applicable Laws. Schedule 4(e) sets forth a true and correct list of all Permits and other authorizations obtained from or filed with a Governmental Body, and except as set forth on Schedule 4(e), all such Permits are in full force and effect. The Company is in compliance in all material respects with such Permits and there is no pending or, to the Company’s Knowledge, threatened, revocation, cancellation, or suspension of any such Permit.

(f) Tax Matters.

(i) Except as set forth on Schedule 4(f)(i), the Company has properly paid all Taxes that have or could have become due prior to the Closing Date and properly prepared and timely filed all Tax Returns that it was required to file, all such Tax Returns were complete and correct in all material respects and the Company has paid all Taxes whether or not shown thereon as owing.

(ii) Schedule 4(f)(ii) lists all income Tax Returns and all material Tax Returns other than income Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 2011, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. Seller has made available to Buyer correct and complete copies of all such Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company for 2011.

(iii) The Company has not waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency still in effect.

(iv) Except for such items that the Company may be disputing in good faith by proceedings in compliance with applicable Law and such other items described in Schedule 4(f)(iv), (a) the Company has paid all Taxes that have become due with respect to any Taxes for any tax year ending on or before the Closing Date or any partial tax year that includes any period prior to the

Closing Date and has properly accrued on its books and records for all of the same that have not yet become due and (b) the Company is not delinquent in the payment of any Tax.

(v) There are no Liens for Taxes upon the assets of the Company other than Permitted Liens.

(vi) All monies required to be withheld by the Company and/or paid to any Governmental Body for social security, Pag-Ibig, Philhealth, unemployment insurance, or any similar program, and all income, sales, excise, use or other Taxes have been collected or withheld and paid to the appropriate Governmental Body in material compliance with applicable Law.

(g) Real Property.

(i) Schedule 4(g)(i) sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property:

(A) the Company has good and marketable fee simple title, free and clear of all Liens, except Permitted Liens;

(B) except as set forth in Schedule 4(g)(i)(B), the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and

(C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(ii) Schedule 4(g)(ii) sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). Except as set forth in Schedule 4(g)(ii), with respect to each of the Leases:

(A) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed;

(B) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a Breach of or default under such Lease that has not been

redeposited in full;

(D) the other party to such Lease is not an Affiliate of the Company;

(E) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and

(F) the Company has not collaterally assigned or granted any other Lien in such Lease or any interest therein, other than Permitted Liens.

(iii) The Owned Real Property and the Leased Real Property identified in Schedule 4(g)(ii) comprises all of the real property used in the Business; and the Company is not bound by any agreement to purchase any real property or interest therein.

(iv) To the Knowledge of the Company, the utilities currently servicing the Leased Real Property are sufficient for the current use thereof.

(v) The Company has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Owned Real Property or any portion thereof or interest therein. To the Knowledge of Company, there is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or threatened, relating to the ownership, lease, use or occupancy of the Owned Real Property or any portion thereof, or the operation of the Business as currently conducted thereon.

(h) Material Contracts.

(i) Schedule 4(h)(i) sets forth a list of all contracts of the following nature by which the Company is bound (each, a “Material Contract” and collectively, the “Material Contracts”):

(A) any contract relating to, and evidence of, indebtedness of the Company for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) in excess of Five Hundred Thousand Dollars ($500,000) or relating to any Lien on any material asset or property of the Company other than Permitted Liens;

(B) any contract pursuant to which the Company has agreed to provide funds to or make any loan, capital contribution or other investment in, or assume, guarantee or act as a surety with respect to any Liability of, any Person;

(C) any contract for the issuance of any debt or equity security or other ownership interest, or the conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of, the Company, or for the purchase of any debt or equity security or other ownership interest of any Person;

(D) any contract that purports to limit, curtail or restrict the ability of the Company in any material respect to compete in any geographic area or line of business, or to make sales

to any Person in any manner;

(E) any contract pursuant to which the Company is the lessee or lessor of, or holds, uses, or makes available for use to any Person (other than the Company), (x) any real property or (y) any tangible personal property and, in the case of clause (y), that involves an aggregate future or potential Liability or receivable, as the case may be, in excess of Five Hundred Thousand Dollars ($500,000);

(F) any executory contract for the sale or purchase of any real property, or for the sale or purchase of any goods or services in an amount in excess of Five Hundred Thousand

Dollars ($500,000);

(G) any employment, consulting or professional services contract with any employee or other Person requiring the Company to pay compensation in excess of Five Hundred Thousand Dollars ($500,000) per annum;

(H) any reselling, sales, marketing, merchandising or distribution contract requiring the Company to make payments in excess of Five Hundred Thousand Dollars ($500,000) per

annum;

(I) any joint venture or partnership, joint development, merger, asset or share purchase or divestiture contract relating to the Company with currently outstanding rights or

obligations;

(J) any contract relating to settlement of any administrative or judicial proceedings since the date two (2) years prior to the date hereof;

(K) any contract with a Governmental Body with currently outstanding rights or obligations in excess of Five Hundred Thousand Dollars ($500,000) per annum;

(L) any contracts to which the Company is a party or is otherwise bound that under its terms has a total contract value remaining and outstanding in excess of Five Hundred Thousand Dollars ($500,000) in any year during the term of such contract;

(M) any contract relating to capital expenditures in excess of Five Hundred Thousand Dollars ($500,000) or the acquisition or disposition of (x) any business (whether by stock or asset purchase, merger or otherwise) or (y) any other asset not in the Ordinary Course of Business entered into since the date two (2) years prior to the date hereof; and

(N) any Lease with payment in excess of One Hundred Thousand Dollars ($100,000) per annum.

(ii) The Company has made available complete and correct copies of the Material Contracts to Buyer, including all modifications, amendments and supplements thereto. Each of the Material Contracts constitutes the valid and legally binding obligation of the Company and, to the Knowledge of the Company, each other party thereto, enforceable in accordance with its terms (subject to any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity, regardless of whether such enforceability is considered at equity or at law), and is in full force and effect. Except as set forth on Schedule 4(h)(ii) and except as would not be reasonably expected to have a Material Adverse Effect with respect to the Company, there is no Breach or default under any Material Contract either by the Company or, to the Knowledge of the Company, by any other party thereto, no event has occurred that with the giving of notice, the lapse of time, or both would constitute a Breach or default thereunder by the Company or, to the Knowledge of the Company, any other party, and the Company has not received any written notice of a claim of any such Breach or default.

(i) Litigation. Schedule 4(i) sets forth each instance in which the Company (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge (other than those of a procedural nature e.g., scheduling orders) or (ii) is a party to any currently pending action, suit, proceeding, hearing, or investigation of, in, or before any court, tribunal, board of enquiry, commission or any other

administrative body, whether judicial or quasi-judicial. To the Company’s Knowledge, there is no action, suit, or other proceeding threatened against the Company.

(j) Employees. Schedule 4(j)(1) sets forth the rates of compensation (and the portions thereof attributable to salary and bonuses, respectively) and locations of all current employees of the Company (identified by number and job title). Except as set forth in Schedule 4(j)(2), (i) the Company is not a party to any collective bargaining agreement and does not have any relationship with any labor organization, (ii) the Company is in compliance in all material respects with all applicable Laws relating to employment and employment practices, the employment of labor, and has not engaged in any unfair labor practice or unlawful employment practice, and there are no pending or, to the Company’s Knowledge, unremedied grievances or unfair labor practices or other employment-related claims against the Company, (iii) there is no labor strike, slowdown or work stoppage relating to the Company pending or, to the Company’s Knowledge, threatened against the Company, (iv) the Company has not experienced any work stoppages for the three (3) years prior to the date hereof or been a party to any arbitration proceeding arising out of or under collective bargaining agreements for the three (3) years prior to the date hereof, (v) the Company has not received written notice of any employment-related charge or complaint against the Company for the three (3) years prior to the date hereof, and (vi) the Company has not implemented any “plant closing” or “mass lay-off” of employees that would require any notices or procedures under any state, local or foreign laws or regulations.

(k) Employee Benefits. Schedule 4(k) contains a complete and accurate list of all Employee Benefit Plans sponsored, maintained or participated in by the Company, or to which the Company is contributing or has contributed (or has or had any obligation to contribute), on behalf of the current or former employees (or their beneficiaries or dependents) within the last three (3) years under which the Company has any outstanding Liability.

(i) Each such Employee Benefit Plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in all material respects in accordance with the terms of such Employee Benefit Plan and the terms of any applicable collective bargaining agreement and complies in form and in operation in all material respects with the applicable requirements of applicable laws.

(ii) All required reports and descriptions have been timely filed and/or distributed in accordance with the applicable requirements with respect to each such Employee Benefit Plan, except for instances that are not reasonably expected to have a Material Adverse Effect with respect to the Company.

(iii) All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the applicable time periods to each such Employee Benefit Plan (if applicable), or have otherwise been made without penalty, and all contributions for any period ending on or before the Closing Date that are not yet due have been made to each such Employee Benefit Plan or accrued in accordance with the past custom and practice of the Company, as applicable. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan, if applicable.

(iv) the Company has provided or made available to Buyer (or Buyer’s counsel) copies of all plan documents, determination letters, pending determination letter applications, trust instruments, insurance contracts, administrative services contracts, annual reports and all schedules thereto, actuarial valuations, summary plan descriptions, summaries of material modifications, administrative forms and other documents that constitute a part of or are incident to the

administration of the Employee Benefit Plans. To the Company’s Knowledge, no unwritten amendment exists with respect to any Employee Benefit Plan. There is no plan or commitment, whether legally binding or not, to establish any new Employee Benefit Plan, or to modify or to terminate any Employee Benefit Plan (except to the extent required by law or as required by this Agreement), nor, to the Company’s Knowledge, has any intention to do any of the foregoing been communicated to any employee of the Company.

(l) Environmental, Health, and Safety Matters.

(i) The Company and its Affiliates are in compliance in all material respects with all Environmental Laws and Environmental, Health and Safety Requirements and with all Permits that are required pursuant to Environmental Laws and Environmental, Health and Safety Requirements for the occupation of their facilities and the operation of the Business of the Company.

(ii) During the last three (3) years, neither the Company nor any of its Affiliates have received any written notice or report regarding any actual or alleged violation of Environmental Laws and Environmental, Health and Safety Requirements, or any Liabilities or potential Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) arising under Environmental Laws and Environmental, Health and Safety Requirements.

(iii) The Company has complied in all material respects with all Environmental Laws applicable to it. There are no pending or, to the Knowledge of Company, threatened claims or Liens resulting from any Liability or arising under or pursuant to any Environmental Law, with respect to or affecting any of the assets of the Company. There are no Hazardous Materials present on or in respect of the assets of the Company.

(m) Insurance. Schedule 4(m)(1) contains a complete and correct list of all policies of insurance (including, as applicable, policies providing property, casualty, liability, and workers’ compensation coverage and bond and surety arrangements) maintained by the Company. All such policies are in full force and effect. To the Company’s Knowledge, it is not in default under any provision contained in any such insurance policy which would reasonably be expected to have a Material Adverse Effect with respect to the Company upon the ability of the Company to collect insurance proceeds under such policy. Except as set forth on Schedule 4(m)(2), no claims exist under any insurance policy set forth on Schedule 4(m)(1).

(n) Depository and Other Accounts. Schedule 4(n) sets forth a true, correct and complete list of all banks and other financial institutions and depositories at which the Company maintains (or causes to be maintained) deposit accounts, spread accounts, yield supplement reserve accounts, operating accounts, trust accounts, trust receivable accounts or other accounts of any kind or nature into which funds of the Company are deposited from time to time. Such Schedule 4(n) correctly identifies the name and address of each depository, the name in which each account is held, the purpose of the account and the account number.

(o) Books and Records. The minute books and similar records of the Company contain true and complete records of all material actions taken at any meeting of the Company in the three (3) years prior to the date hereof, including, the holders of the Shares, directors or any committees thereof, as the case may be, and of all written consents executed in lieu of the holding of any such meeting.

(p) Financial Statements. The annual financial statements of the Company have been prepared in accordance with Philippine generally accepted accounting principles and present fairly (A) the assets and liabilities (whether accrued, absolute, contingent or otherwise) and the financial position of

the Company as at December 31, 2011, and (B) the sales, earnings and results of the operations of the Company during the years ended December 31, 2010 and December 31, 2011, respectively. The Annual Financial Statements do not reflect the transfers of equipment and other assets between Seller and the Company contemplated by this Agreement.

(q) Disclosure. To the Knowledge of the Seller, no representation or warranty or other statement made by Seller in this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in this Agreement, in light of the circumstances in which they were made, not misleading.

Section 5. Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under the Master Agreement).

(b) Payment of Taxes.

(i) Taxes on Shares. Any Tax attributable to the sale or transfer of Shares, including, the capital gains tax, documentary stamp tax and donor’s tax, if any, shall be paid by Seller. Seller and Buyer agree to timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns with respect to, such Taxes. Seller shall secure the Certificate Authorizing Registration of the transfer of the Shares and the tax clearance from the Bureau of Internal Revenue and deliver the same to Buyer immediately upon issuance by the Bureau of Internal Revenue.

(ii) Tax Indemnification. Seller shall indemnify Buyer and hold it harmless from and against, any loss, claim, Liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), and (ii) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing (sub-sections (i) and (ii) above, collectively a “Tax Claim”). Any Tax Claims by Buyer for indemnification under this Section 5(b)(ii) shall follow the procedures for indemnification as described in the Master Agreement. Any such Tax Claims shall be payable, if required to be paid in accordance with the procedures for indemnification as described in Master Agreement.

(iii) Seller Returns. Seller shall timely and accurately prepare and file with the appropriate Governmental Authorities any Tax Returns with respect to the Company for taxable periods of the Company that end on or before December 31, 2012 that are due prior to the Closing Date (the “Seller Returns”). In the event a Seller Return is provided to the Company for filing, Seller shall pay to the Company an amount equal to the Taxes as shown on the Seller Return not later than two business days before the due date (including any extensions for payment) for payment of Taxes with respect to such Seller Return, and Buyer shall cause the Company to timely file such Seller Return and pay (subject to indemnification provided in Section 5(b)(ii)) the Tax shown as due thereon.

(iv) Buyer Returns. Buyer shall timely prepare and file (or cause such preparation and filing) with the appropriate Governmental Authorities any Tax Returns required to be filed by the Company with respect to a taxable period beginning before or after December 31, 2012 that are due after the Closing Date other than Seller Returns (the “Buyer Returns”). If any Tax shown as due on such Buyer Return includes any Pre-Closing Taxes (as defined below) or could otherwise be reasonably expected to affect the Tax liability of Seller (taking into account the indemnification obligations of Stockholders hereunder), Buyer shall provide Seller with copies of any Buyer Returns at least 15 days prior to the due date thereof (giving effect to any extensions) (or, if required to be filed within 15 days after the Closing Date, as soon as possible following the Closing Date) accompanied by a statement (the “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes shown as due on the Buyer Return. If Seller agrees with the Buyer Return and Pre-Closing Tax Statement, Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes as shown on the Pre-Closing Tax Statement not later than two Business Days before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return. If, within 10 days of the receipt of the Buyer Return and Pre-Closing Tax Statement, Seller notifies Buyer that it disputes the manner of preparation of the Buyer Return or the amount of Pre-Closing Taxes calculated in the Pre-Closing Tax Statement, and provides Buyer its proposed form of Buyer Return, a statement setting forth and calculating in reasonable detail the Pre-Closing Taxes, and a written explanation of the reasons for its adjustment, then Buyer and Seller shall attempt to resolve their disagreement within the five days following Seller’s notification to Buyer of such disagreement. If Buyer and Seller are unable to resolve their disagreement, the dispute shall be submitted to a nationally recognized accounting firm in the Philippines that neither Buyer or Seller have used within the last two years or is otherwise mutually acceptable to Buyer and Seller (the “Arbitrator”), whose expense shall be borne equally by Buyer on the one hand, and Seller on the other, for resolution within 10 days of such submission. The decision of the Arbitrator with respect to such dispute shall be binding upon Buyer and Seller, and Seller shall pay to the Company an amount equal to the Pre-Closing Taxes as decided by the Arbitrator not later than two business days before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return.

(v) Straddle Period and Pre-Closing Taxes. For purposes of this Agreement, in the case of any Taxes with respect to any Tax Return with respect to the Company for a taxable period ending after the Closing Date that includes the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes “Pre-Closing Taxes” shall (a) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or other reasonably identifiable transaction, be deemed equal to the amount that would be payable if the Tax period ended at the close of business on the date of the Closing and (b) in the case of Taxes (other than those described in clause (a)) imposed on a periodic basis with respect to the business or assets of the Company, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section shall be computed by reference to the level of such items at the close of business on the Closing Date. The parties shall, to the extent permitted by Law, elect with the relevant Governmental Body to treat a portion of any Straddle Period as a short Tax period ending as of the close of business on the Closing Date.

(vi) Reimbursement. Notwithstanding anything to the contrary, Seller or Buyer, as the case may be, shall provide, without limitation, reimbursement for any Tax paid by one Party, all or a portion of which is the responsibility of the other Party in accordance with the terms of this Section. Not later than 10 days prior to the payment of any said Tax (or, if required to be paid within 10 days after the Closing Date, as soon as possible following the Closing Date), the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to provide such notice will not relieve the other party from its liability hereunder.

(vii) Tax Refunds. Any refund of Taxes of the Company that are received by Buyer, any Affiliate of Buyer or the Company and any amounts credited against any Tax to which Buyer, any Affiliate of Buyer or the Company becomes entitled that relate to a Pre-Closing Tax Period of the Company shall be for the account of Seller, and Buyer shall pay over to Seller any such refund or the amount of any such credit within 10 days after receipt or entitlement thereto.

(viii) Tax Contest. Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company which may give rise to liability of any other party hereto, shall promptly notify the other party hereto within five business days of the receipt of such notice. Such notice shall contain factual information describing any asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Body in respect of any such audit, assessment or adjustment. Failure to give such notification shall not affect the indemnification provided under this Section except to the extent the indemnifying party (the “Tax Indemnifying Person”) shall have been prejudiced as a result of such failure (except that the Tax Indemnifying Person shall not be liable for any expenses incurred during the period in which the Tax Indemnified Person (as defined below) failed to give such notice). Thereafter, the party who is entitled to indemnification hereunder (the “Tax Indemnified Person”) shall deliver to the Tax Indemnifying Person, as promptly as possible but in no event later than ten days after the Tax Indemnified Person’s receipt thereof, copies of all relevant notices and documents (including court papers) received by the Tax Indemnified Person. The Parties each agree to consult with and to keep the other party informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other party or its Affiliates (including indemnity obligations hereunder), and provide the other party with copies of all written correspondence with respect to such audit or proceeding in a timely manner. In the case of an audit or administrative or judicial proceeding relating solely to a taxable period ending on or before the Closing Date, Seller shall have the right, at its expense, to control the conduct of such audit or proceeding. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential obligation of Seller (including Seller’s obligation to indemnify Buyer). If Seller does not timely take control of such audit or proceeding, Buyer may, at the cost and expense of Seller, control the conduct of the audit or proceeding. Both Buyer and Seller shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceeding involving any Taxes with respect to any Tax Return of the Company for a Straddle Period, and no such audit or proceeding may be settled or compromised by Buyer or Seller without the consent of both Buyer and Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

(ix) Cooperation on Tax Matters.

(A) Buyer, the Company and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns

pursuant to this Section 5(b)(vii) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information that are reasonably relevant to any such audit litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Company or Seller, as the case may be, shall allow the other Party to take possession of such books and records.

(B) Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

(C) Buyer and Seller further agree, upon request, to provide the other Party with all information in such Party’s possession, custody or control that either Party may be required to report pursuant to any applicable Law.

(x) Certain Taxes and Fees. All conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be paid by Seller when due.

(i) Employees. The Parties intend that there will be a continuity of employment for the Company employees, who have not been terminated prior to Closing due to redundancy, at not lower than their current compensation, benefits and responsibility levels. For this purpose, Seller intends to cause the Company to enter into retention agreements (the “Key Employee Retention Agreements”) with certain employees of the Company prior to the Closing Date, which shall provide that such employees who execute the Key Employee Retention Agreements are entitled to certain payments from Company in the event that they meet certain requirements under the Key Employee Retention Agreements. With respect to the employees who execute Key Employee Retention Agreements, the Buyer shall consult the Seller prior to the termination of employment of such employees. In addition, Seller intends to cause the Company to enter into incentive agreements (“Other Incentive Agreements”) with all other employees of the Company prior to the Closing, which shall provide that the employees who execute such Other Incentive Agreements are entitled to certain payments from the Company in the event that they meet certain requirements under the Other Incentive Agreements. The Seller hereby agrees that it shall be liable to make payment to the Company equal to all payments due and owing under the Key Employee Retention Agreements and Other Incentive Agreements. In furtherance thereof, Seller shall pay to the Company the amount certified by the Company as due and owing under the terms of such Key Employee Retention Agreements and Other Incentive Agreements from time to time, within 30 days after receipt of such certification, including proof of compliance by the applicable employees with the requirements of the relevant retention and incentive agreements. The Company shall pay any and all amounts due

under either the Key Employee Retention Agreements or the Other Incentive Agreements within the next two pay cycles after receipt of funds from Seller.

(ii) Obligations of Buyer; Comparability of Benefits. Buyer shall maintain, or shall cause the Company to maintain, all Employee Benefit Plans and other employment-related obligations and agreements with respect to any current employees of the Company (“the Company Employees”) without material increase to such the Company Employees contribution amounts, provided, however, that nothing herein shall preclude Buyer or the Company from amending, modifying, suspending or terminating any or all Employee Benefit Plans or other employment-related obligations or agreements with respect to any the Company Employees in its discretion at any time, provided, further, that such amendment, modification, suspension or termination shall not materially reduce in the aggregate the benefits provided to the Company Employees as of immediately prior to the Closing.

(iii) Pre-Existing Limitations; Service Credit. With respect to any Employee Benefit Plans of Buyer or its Affiliates in which the Company Employees participate after the Closing, Buyer shall, or shall cause the Company or such Affiliates to recognize all regular employee service of the Company Employees with the Company and its current and former Affiliates for purposes of eligibility to participate, vesting, form of payment and calculation of the rate of benefits (if applicable) relating to service after the Closing, but not (A) to the extent such recognition would result in duplication of benefits or (B) for purposes of benefit accrual under any defined benefit pension plan or equity plan, and only to the same extent such service would be taken into account under a comparable Employee Benefit Plan immediately prior to the Closing.

(iv) Liabilities Following Closing. Buyer shall be solely responsible for any Liabilities arising out of the employment or termination of employment of any the Company Employees following the Closing, including lawsuits, actions, claims or proceedings and accrued obligations for salaries, wages and other compensation payable after the Closing, personal days and floating holidays and sick pay of such the Company Employees and any Liabilities arising under, in connection with or in respect of the Employee Benefit Plans provided that if such lawsuits, actions, claims or proceedings, Liabilities and accrued obligations arose out of the termination of the employment of the Company Employees prior to Closing, Seller shall hold Buyer free and harmless from any Adverse Consequences thereof.

(v) Retirement Plan. Within three (3) months from Closing, the Seller shall cause the Company to establish its own retirement plan separate from that of Lexmark Research and Development Corporation and the corresponding contributions of the Company pertaining to its officers and employees under the Pension Plan dated November 11, 2004 and subject to the Trust Agreement dated November 22, 2004 shall be segregated from the common fund and transferred by the Company to such retirement plan. The amount of corresponding contributions related to the Company shall be equal to 77% of the entire amount of assets in the Pension Plan.

(d) Confidentiality. Unless required by law or the rules and regulations of any securities exchange (in which case each of Buyer and Seller shall use its reasonable best efforts to consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, no press releases, announcements to the employees, customers or suppliers of the Business or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the prior consent of both Buyer and Seller. Seller and Buyer agree to keep the terms of this Agreement confidential, except to the extent required by applicable law or the rules and

regulations of any securities exchange, or for financial reporting purposes and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Confidentiality Agreement between Seller and Buyer dated September of 2012 shall remain in full force and effect pursuant to its terms.

(e) Notice to PEZA. Seller shall notify the PEZA of the transfer of the Shares within 30 days from the Closing Date.

(f) Change of Company Name. Within one (1) year from Closing, Buyer shall change the Company name to exclude the word “Lexmark” from the Company name.

(g) Further Actions. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party.

Section 6. Miscellaneous.

(a) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(b) Entire Agreement. This Agreement, together with Other Transaction Agreements (including the documents referred to herein and therein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by and between the Parties and by and among the Parties and Lexmark International, Inc., written or oral, to the extent they relate in any way to the subject matter hereof.

(c) Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Buyer and Seller; provided, however, that Buyer may (i) assign any or all of its rights and interests hereunder (A) to one or more of its Affiliates, (B) as security to any lender providing financing for the transactions contemplated hereby (and any replacement thereof), and (C) in connection with a sale of all or substantially all of the Business, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

(e) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

If to Seller:

Lexmark International Technology S.A.

20, Route de Pré-Bois, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇

▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, General Counsel - Lexmark EMEA

Copies (that shall not constitute notice) to:

Lexmark International, Inc.

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ & Shohl LLP

▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Esq.

If to Buyer:

Funai Electric Co., Ltd.

7-1, 7-Chome, Nakagaito

Daito, Osaka 574-0013

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(g) Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to Delaware’s conflicts of law rules;

(h) Arbitration. Except with respect to disputes contemplated by Section 5(b)(iv), all disputes or controversies (“Disputes”) arising out or in connection with this Agreement that are not solved by means of good faith negotiations between the Parties during a thirty (30)-day period starting on the date one of the Parties notifies in writing the other Parties of any Dispute shall be resolved by an arbitration panel and settled under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”) for the time being in force. The arbitration proceedings shall take place in New York, NY, where the arbitral award shall be rendered, and shall be conducted on a confidential basis in the English language. The arbitration panel shall be composed of three (3) arbitrators to be appointed in accordance with the Rules, one (1) of them appointed by Seller and Buyer and the third (3rd) appointed by the other two (2) arbitrators. In the event the other two (2) arbitrators fail to appoint such third (3rd) arbitrator within ten (10) calendar days following their appointment, such third (3rd) arbitrator shall be appointed by the ICC. The arbitrators shall speak and write English fluently.

(i) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer and Seller. No waiver by either Party of any provision of this Agreement or any default, misrepresentation, or Breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver, nor shall such waiver be deemed to extend to any prior or subsequent default,

misrepresentation, or Breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(k) Expenses. Each of Buyer and Seller will bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

(m) Currency. Any reference to currency contained in this Agreement shall be interpreted to mean United States Dollars unless specifically stated otherwise on an instance by instance basis.

(n) Incorporation of Exhibits and Schedules. Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

(o) The sale or offer for sale of the Shares by Seller is an exempt transaction under Section 10 of Republic Act No. 8799 (2000) (the “Securities Regulation Code”). No request for confirmation of exemption has been obtained from the Securities and Exchange Commission.

THE SECURITIES BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE SECURITIES REGULATION CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.

[Signature page to immediately follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written, in as much originals as there are Parties to this Agreement.

BUYER:

FUNAI ELECTRIC CO., LTD.

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: President & CEO

SELLER:

LEXMARK INTERNATIONAL

TECHNOLOGY, S.A.

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title: Managing Director

Exhibit A

DEED OF ABSOLUTE SALE OF SHARES

This Deed of Absolute Sale of Shares (this “Deed”) is entered into on __ 2013, at __________, by and between:

Lexmark International Technology, S.A., a joint stock company duly organized and existing under the laws of the Switzerland, with address at ___________________, represented herein by its duly authorized (position of representative), (name of representative), (the “Seller”);

-and-

Funai Electric Co., Ltd., a corporation duly organized and existing under the laws of Japan, with principal address at ______________________________, represented herein by its duly authorized (position of representative), (name of representative), (the “Buyer”).

WITNESSETH That:

WHEREAS, the Seller is the registered and/or beneficial owner of Three Million Six Hundred and Forty Four Thousand, One Hundred and Thirty Nine (3,644,139) common shares with par value of One Hundred Pesos (Php100.00) per share and covered by Stock Certificate Nos. _____ (the “Subject Shares”), of LEXMARK INTERNATIONAL PHILIPPINES, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the laws of the Republic of the Philippines;

WHEREAS, the Seller has offered to sell to the Buyer, and the Buyer is willing to purchase and acquire from the Seller, all of the Seller’s rights, title to and interests in the Subject Shares;

WHEREAS, the Subject Shares exclude the qualifying shares, totalling five (5) shares, held by the Seller’s nominees, which shall be subject to individual Deeds of Assignment to be executed by the Seller’s nominee directors in favour of the Buyer’s nominee directors;

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties agree as follows:

1.	Sale of the Subject Shares

For and in consideration of the amount of (Php____________) (the “Purchase Price”), receipt whereof is hereby acknowledged by the Seller its/his full satisfaction, the Seller hereby sells, assigns, transfers and conveys unto the Buyer all of the Seller’s rights, title and interests in and to the Subject Shares.

2.	Transfer of the Shares in the Books of the Corporation

The Seller hereby authorizes the Corporate Secretary of the Corporation to effect the transfer of the shares to the Buyer in the books of the Corporation, subject to the issuance of the Certificate Authorizing Registration (“CAR”) from the Bureau of Internal Revenue (“BIR”).

3.	Taxes and Other Expenses

The capital gains tax and documentary stamp tax that may be imposed on or in connection with the sale, assignment, transfer and conveyance of the Subject Shares shall be for the account of the Seller. The Parties undertake to pay the corresponding taxes to the BIR at their earliest convenience in order to secure the CAR.

All expenses incurred by or on behalf of a Party in connection with the sale subject shares shall be for the sole account of that Party.

IN WITNESS WHEREOF, the Parties, through their respective authorized representatives, have hereunto affixed their signatures on the date and at the place first stated above.

Lexmark International Technology, ▇.▇.		▇▇▇▇▇ Electric Co., Ltd
(Seller)		(Buyer)
		By:



(name of representative)		(name of representative)
(position)		(position)


Witnessed by:

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY/PROVINCE OF NOTARIZATION ) S.S.

BEFORE ME, a Notary Public for and in the (City/Province of Notarization), personally appeared:

Name	Competent Evidence of Identity			Community Tax Certificate
Name		Type of ID	ID Number and Expiry Date (if applicable)	Number	Date/Place Issued
[Seller’s representative]	1
[Seller’s representative]	2
[Buyer’s representative]	1
[Buyer’s representative]	2

who are personally known to me and who represented to me that they are the same persons who signed the executed the foregoing Deed of Absolute Sale of Shares and acknowledged to me that the same is their free and voluntary act and deed, as well as that of the corporations they represent, for the uses and purposes therein set forth.

I further certify that said Deed of Absolute Sale of Shares consists of three (3) pages including this one and signed by the above-mentioned parties and their witnesses.

IN WITNESS WHEREOF, I have hereunto affixed my signature and notarial seal in (Place of Notarization), this ______ day of ________________ 2013.

Doc. No. _____;

Page No. _____;

Book No. _____;

Series of 2013.

Exhibit A-1

DEED OF ASSIGNMENT OF SHARE

KNOW ALL MEN BY THESE PRESENTS:

This DEED OF ASSIGNMENT, made and executed by and between:

(name of nominee director of LITSA), (citizenship), of legal age, with address at ____________________________________ hereinafter called the "ASSIGNOR";

- in favor of -

(name of nominee director of Funai), (citizenship), and a resident of _________________________________________________________, hereinafter called the "ASSIGNEE".

W i t n e s s e t h :

WHEREAS, the ASSIGNOR is the owner of ONE (1) share of stock (“subject share”) with par value of One Hundred Pesos (Php 100.00) of LEXMARK INTERNATIONAL PHILIPPINES, INC., a corporation duly organized under the laws of the Republic of the Philippines, with business address at Mactan Export Processing ▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, being the nominee of the beneficial owner and seller LEXMARK TECHNOLOGY INTERNATIONAL, S.A.;

WHEREAS, LEXMARK TECHNOLOGY INTERNATIONAL, SA intends to sell, assign, transfer and convey all of its shareholdings in LEXMARK INTERNATIONAL PHILIPPINES, INC. to FUNAI ELECTRIC COMPANY, LTD.;

WHEREAS, the ASSIGNEE is the nominee of the buyer FUNAI ELECTRIC COMPANY, LTD. to sit as a member of the Board of Directors of Lexmark International Philippines, Inc.;

NOW, THEREFORE, for and in consideration of the foregoing premises, ASSIGNOR hereby assigns, transfers and conveys unto the ASSIGNEE the subject share

and authorizes the Corporate Secretary of the Corporation to register, transfer or issue in the name of the ASSIGNEE or his designated nominee(s), the subject share.

IN WITNESS WHEREOF, the parties have signed this Deed of Assignment this _____ day of ________ 2013.

(name of nominee director of LITSA) (name of nominee director of Funai)

ASSIGNOR ASSIGNEE

SIGNED IN THE PRESENCE OF:

__________________ and _________________

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES)

City of ______ ) S.S.

x - - - - - - - - - - - - - - - - - - - - - - - - -/

BEFORE ME, a Notary Public for and in the City and Province of ________, personally appeared:

Name	Competent Evidence of Identity			Community Tax Certificate
Name		Type of ID	ID Number and Expiry Date (if applicable)	Number	Date/Place Issued
	1	Passport
	2
	1	Passport
	2

who are personally known to me and who represented

to me that they are the same persons who signed and executed the foregoing Deed of Assignment and acknowledged to me that the same is their free and voluntary acts and deeds, as well as that of the corporation herein represented.

I further certify that said Deed of Assignment consists of two (2) pages including this one and signed by the above-mentioned parties.

IN WITNESS WHEREOF, I have hereunto affixed my signature and notarial seal in , this _____ day of ________ 2013.

Doc. No. _____;

Page No. _____;

Book No. _____;

Series of 2013.

Exhibit B

IRREVOCABLE PROXY

KNOW ALL MEN BY THESE PRESENTS, that LEXMARK INTERNATIONAL TECHNOLOGY, SA (the “Seller”), a stockholder of LEXMARK INTERNATIONAL PHILIPPINES, INC. (the “Corporation”), a Philippine corporation, hereby irrevocably appoints FUNAI ELECTRIC CO., LTD., or any of its duly authorized representatives (with full power of substitution), as the proxy holder or proxy holders of the Seller’s Three Million Six Hundred and Forty Four Thousand, One Hundred and Forty Four (3,644,144) shares, inclusive of the qualifying shares registered in the name of the Seller’s nominee directors (the “Shares”) in the Corporation, to vote the said Shares and to act in respect of the same in any way at any and all meetings of the shareholders of the Corporation and any adjournments thereof, for any purpose whatsoever, including but not limited to the following:

1.	To elect persons on the Board of Directors of the Corporation to serve until the next annual meeting of the shareholders or until their successors are elected and qualified; and

2.	To vote the Shares in any way the proxy holder may deem proper voted upon at any stockholders’ meeting, whether regular or special, and regardless of whether the matter put to a vote was included in the agenda or not.

The proxy holder may at its discretion waive notices to any and all shareholders meetings.

This proxy shall be irrevocable and coupled with an interest but shall cease to be valid and effective when the SELLER ceases to be a stockholder of record in the stock and transfer book of the Corporation.

LEXMARK INTERNATIONAL TECHNOLOGY, SA

By:

_____________________________________

Name:

Date:

Exhibit B

ASSET PURCHASE AGREEMENT

AMONG

FUNAI ELECTRIC CO., LTD.

AND

LEXMARK INTERNATIONAL, INC.

AND

LEXMARK INTERNATIONAL TECHNOLOGY, S.A.

April 2, 2013 (Japan Standard Time)

April 1, 2013 (U.S. Eastern Daylight Time)

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of ▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇▇▇▇ Standard Time)(April 1, 2013 U.S. Eastern Standard Time) (the “Effective Date”), by and among Funai Electric Co., Ltd., a Japanese corporation (“Buyer”) and Lexmark International, Inc., a Delaware corporation (“Lexmark”) and Lexmark International Technology, S.A., a Switzerland joint stock company (“LITSA” and with Lexmark, each a “Seller,” and together, “Sellers”). Buyer and Sellers are referred to herein, individually as a “Party,” and collectively as the “Parties.”

WHEREAS, this Agreement contemplates a transaction in which Buyer will purchase from Sellers, and Sellers will sell to Buyer, certain equipment and other assets of Sellers that are related to or useful in the Business.

Section 1. Definitions and Interpretation.

(a) Definitions. In addition to all other terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

“Acquired Employees” has the meaning set forth in Section 5(a)(i).

“Agreement” has the meaning set forth in the Preface hereof.

“Assumed Liabilities” has the meaning set forth in Section 2(c).

“▇▇▇▇ of Sale” has the meaning set forth in Section 2(h).

“Business” means the business activities of research, development, design, procurement, manufacture, test and sale of inkjet printers and cartridges.

“Buyer” has the meaning set forth in the Preface hereof.

"Cause" means: (i) the willful failure by the Acquired Employee to perform substantially

the Acquired Employee's duties with Buyer or any affiliate (other than any such failure due to physical or mental illness) after a demand for substantial performance is delivered to the Acquired Employee by Buyer, which notice identifies the manner in which Buyer believes that the Acquired Employee has not substantially performed the Acquired Employee’s duties; (ii) the Acquired Employee's engaging in willful and serious misconduct that is injurious to Buyer or any of its Affiliates; (iii) the Acquired Employee’s making a substantial, abusive use of alcohol, drugs, or similar substances, and such abuse in Buyer’s judgment has affected the Acquired Employee’s ability to conduct the Business; or (iv) the Acquired Employee’s conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony, which in Buyer’s reasonable good faith judgment has the effect of materially injuring the reputation or business of Buyer.

“Closing” has the meaning set forth in Section 2(d) of the Master Agreement.

“Closing Date” has the meaning set forth in Section 2(d) of the Master Agreement.

“Code” means 29 CFR, Code of Federal Regulations Title 29 (Labor).

“Contract” means any written agreement, contract, commitment, or undertaking.

“Contracts with the Major Suppliers” has the meaning set forth in Section 2(a)(viii).

“Contracts for the Transferred Equipment” has the meaning set forth in Section 2(a)(ii).

“Dispute” has the meaning set forth in Section 6(i).

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA and any stock purchase, stock option, severance, retention, change-in-control, fringe benefit, termination, supplemental retirement, collective bargaining, employment agreement, consulting agreement, bonus, performance awards, incentive, deferred compensation, insurance, disability, post-retirement compensation or benefit and any and all other employee benefit plans, agreements, programs, policies or other arrangements relating to the employees of Sellers.

“Environmental, Health, and Safety Liability” means any Loss, obligation, or other responsibility resulting from or arising under an Environmental Law or an Occupational Safety and Health Law.

“Environmental Law” means any Legal Requirement that provides for or relates to:

(a)

Hazardous Activity or any activity, such as resource extraction or construction, that could have a significant effect on the Environment;

(b)

preventing or reducing to acceptable levels the Release of Hazardous Material into the Environment;

(c)

reducing the quantities, or minimizing or controlling the hazardous characteristics, of Hazardous Material that are generated;

(d)

assuring that products are designed, formulated, packaged, and used so that they do not present an unreasonable risk to human health or the Environment when used or disposed of;

(e)

protecting the Environment;

(f)

reducing the risks involved in the transportation of Hazardous Material;

(g)

the cleanup of Hazardous Material that has been Released, preventing its Release, or addressing the Threat of Release, or paying the costs of such actions; or

(h)

making a Person compensate any other Person for damage done to its health or property or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets or resources.

“Excluded Assets” has the meaning set forth in Section 2(b).

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

“ERISA Affiliate” means any Person which is (or at any relevant time was) a member of a “controlled group of corporations” with, under “common control” with, or a member of an “affiliate service group” with either Seller as such terms are defined in Section 414(b), (c), (m) or (o) of the Code.

“Future Product” has the meaning as set forth in the IP Agreement.

“Good Reason” means that any of the following are undertaken without the applicable Acquired Employee’s express written consent for which the Acquired Employee has provided written notice to Buyer or its Affiliates detailing such condition or event within thirty (30) days of the initial existence of the condition or event and that is not cured by Buyer or its Affiliates within thirty (30) days of such notice (the “Cure Period”): (i) a material reduction by Buyer or its Affiliates of the annual base salary of the Acquired Employee as in effect immediately prior to such reduction, other than a reduction as part of an across the board reduction in salary for employees of Buyer or its Affiliates; (ii) a reduction in the Acquired Employee’s aggregate package of benefits, except to the extent that the benefits of all other employees of Buyer’s Affiliates located in the US are similarly reduced; or (iii) a relocation of an Acquired Employee’s principal office to a location more than fifty (50) miles from the location at which the Acquired Employee was performing his duties as of the Effective Date, except for required business travel by him or her. A termination of employment by the Acquired Employee shall not be considered a termination for Good Reason unless the termination of employment occurs within the thirty (30)

day period following the expiration of the Cure Period.

“ICC” has the meaning set forth in Section 6(i).

“IP Agreement” means Intellectual Property Assignment and License Agreement dated as of the same date hereof, by and among Sellers and Buyer.

“Laws” means any statute, law, ordinance, regulation, order or rule of any Governmental Body, including those covering employment, employee benefits environmental, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters, as well as any applicable principle of common law.

“Leased Employees” has the meaning set forth in Section 5(a)(i).

“Lexmark” has the meaning set forth in the Preface hereof.

several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

“LIPI” means Lexmark International (Philippines), Inc., a corporation organized under the laws of Republic of the Philippines.

“LITSA” has the meaning set forth in the Preface hereof.

“Loss” means any cost, loss, Liability, obligation, claim, cause of action, damage, deficiency, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses), fine, penalty, judgment, award, assessment, or diminution of value.

“Major Suppliers” means those suppliers set forth on Schedule 3(h).

“Master Agreement” means the Master Inkjet Sale Agreement dated as of the same date hereof, by and among Sellers and Buyer.

“Material Contracts” means the Contracts for the Transferred Equipment, the Contracts with the Major Suppliers.

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

“Other Transaction Agreements” means the IP Agreement, the Share Purchase Agreement, the Master Agreement and the Transition Services Agreement.

“Party” and “Parties” have the meaning set forth in the Preface hereof.

“Permits” means governmental authorizations that are held or owned by or are otherwise issued to Sellers, including all local, state and federal licenses, permits, registrations, certificates, consents, accreditations and approvals necessary for Sellers to operate and conduct the Business.

“Permitted Liens” means (a) Liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate Proceedings for which adequate reserves have been established on the financial statements of Sellers, (b) workers’, carriers’ and mechanics’ or other like Liens securing amounts which are not overdue, (c) transfer restrictions under applicable securities laws, and (d) other Liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money, that do not materially and adversely affect the occupancy, use and value of the Transferred Assets.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization,

any other business entity or a Governmental Body.

“Purchase Price” has the meaning set forth in Section 2(f).

“Regular Employment” has the meaning set forth in Section 5(a)(i).

“Retained Liabilities” has the meaning set forth in Section 2(d).

“Retiree Benefits” has the meaning set forth in Section 5(a)(ix).

“Rules” has the meaning set forth in Section 6(i).

“Seller” and “Sellers” have the meaning set forth in the Preface hereof.

“Service Period” has the meaning set forth in Section 5(a)(i).

“Share Purchase Agreement” means the Share Purchase Agreement dated as of the same date hereof, by and among Sellers and Buyer.

“Tax” means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, concession, alternative, add-on minimum and other Tax, fee, assessment, levy, tariff, charge, or duty of any kind whatsoever and any interest, penalty, addition, or additional amount thereon imposed, assessed, or collected by or under the authority of any Governmental Body or payable under any Tax-sharing agreement or any other Contract.

“Transferred Assets” has the meaning set forth in Section 2(a).

“Transferred Equipment” has the meaning set for in Section 2(a)(i).

“Transferred Products” means the following products marketed and/or sold by Seller: Pro715, Pro915, S315, S415, S515, OfficeEdge Pro4000, OfficeEdge Pro4000c, OfficeEdge

Pro5500, and OfficeEdge Pro5500t, but does not include any equivalent products sold to any customer of Seller for resale under the brand of such customer.

“Transition Services Agreement” means the Transition Services Agreement dated as of the same date hereof, by and among Sellers and Buyer.