a5956193ex10-1.htm


    
      Exhibit
10.1

       

      ASSET
PURCHASE AGREEMENT

       

      This ASSET PURCHASE AGREEMENT (the
“Agreement”),
made as of this 23rd day of March, 2009, by and among MTI Global Inc., a
corporation organized under the laws of the province of Ontario, Canada (“MTI”) with offices at
7381 Pacific Circle, Mississauga, Ontario, Canada L5T 2A4, MTI Specialty
Silicones Inc., a Delaware corporation (“MTI Silicones”) with
offices at 8020 Whitepine Road, Richmond VA 23237, MTI Leewood GmbH, a
corporation organized under the laws of Germany with offices at Walter-Geerdes-Straβe
22, 28307, D-28307 Bremen, Germany (“MTI Leewood Germany”)
(MTI, MTI Silicones and MTI Leewood Germany are each referred to herein,
individually, as a “Seller” and,
collectively, as the “Sellers”), Rogers
Corporation, a Massachusetts corporation with offices at One Technology Drive,
Rogers, CT 06263 (“Rogers”), as well as
such subsidiary or subsidiaries of Rogers which Rogers prior to the Closing may
designate to acquire some or all of the Acquired Assets directly from Sellers
pursuant hereto (collectively, “Buyer”).

      


      W I T N E
S S E T H :

      


      WHEREAS, MTI Silicones and MTI
Leewood Germany are wholly-owned subsidiaries of MTI;

      


      WHEREAS, MTI Silicones and MTI
Leewood Germany are each engaged in the development, manufacture and sale of
certain products including, without limitation, silicone materials, at their
Richmond, Virginia and Bremen, Germany facilities;

       

      WHEREAS, Sellers and Buyer
wish to enter into this Agreement to provide for (a) the acquisition by Buyer,
and the sale, assignment and transfer by MTI and MTI Silicones, of the Richmond
Business, and (b) the acquisition by Buyer, and the sale, assignment and
transfer by MTI and MTI Leewood Germany, of the Leewood Business (as each such
term is defined herein), and each Buyer has agreed to assume the Assumed
Liabilities (as that term is defined herein) of the Richmond Business and/or the
Leewood Business, as applicable, all for the consideration and upon the terms
and subject to the conditions hereinafter set forth.

       

      NOW, THEREFORE, the parties
hereto, in consideration of the mutual promises and other consideration set
forth below, the receipt and adequacy of which hereby is acknowledged, and
intending to be legally bound hereby, do represent, warrant, covenant and agree
as follows:

      


      SECTION
1

      DEFINITIONS

      


      The terms used herein and listed below
shall be defined as follows:

      


      1.01.  “Accounts Receivable”
means cash, cash equivalents, notes receivable, investment securities and
receivables of a Seller derived from sales of Products in the ordinary course of
Sellers’ business, as well as the benefit of all security agreements and
arrangements to the extent securing such receivables, and any accounts and notes
corresponding to such receivables.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.02.  “Acquired Assets”
shall have the meaning set forth in Section 2.01.

      


      1.03.  “Acquired Employees”
shall have the meaning set forth in Section 10.02(a).

      


      1.04.  “Affiliate” means, as
applied to any Person, any other Person directly or indirectly controlling,
controlled by, or under common control with that Person. For the purposes of
this definition, “control” (including with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”) as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that Person, whether
through ownership of voting securities or by contract or otherwise.

       

      1.05.     
“Assumed
Contracts” shall have the meaning set forth in Section
2.01(b).

      


      1.06.  “Assumed Liabilities”
shall have the meaning set forth in Section 4.02.

      


      1.07.  “Basket” shall have
the meaning set forth in Section 8.02(b).

      


      1.08.  “Benefit Plan” means
any Plan established by Seller or any predecessor or Affiliate of Seller,
existing at the Closing Date or prior thereto, to which Seller contributes or
has contributed, and under which any employee or former employee of Seller or
any beneficiary thereof is covered, is eligible for coverage or has benefit
rights.

      


      1.09.  “Business” means the
Richmond Business and the Leewood Business, collectively, including without
limitation any and all business conducted with the Acquired Assets, along with
all research, development, marketing and sales of the Products, and of services
related to the Products.

      


      1.10.  “Business Day” means a
day other than a Saturday or Sunday, on which commercial banks in Toronto,
Ontario, Boston Massachusetts and Bremen, Germany are open for general
transaction of business.

      


      1.11.  “Business Records”
shall have the meaning set forth in Section 2.01(d).

      


      1.12.  “Buyer” shall have the
meaning set forth in the preamble.

      


      1.13.  “Buyer Indemnified
Parties” shall have the meaning set forth in Section
8.02(a).

      


      1.14.  “Buyer Plans” shall
have the meaning set forth in Section 10.02(b).

      


      1.15.  “Canadian Authorities”
shall have the meaning set forth in Section 6.16(a).

      


      
        
          
          

        

        
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      1.16.  “Claim” shall mean any
and all administrative or judicial actions, suits, arbitrations, orders, claims,
notices of violations, investigations, complaints, proceedings, or other similar
actions, whether criminal or civil.  In the context of the Section
8.02 hereof, a “Claim” shall mean a claim for indemnification
hereunder.

      


      1.17.  “Closing” and “Closing Date” shall
have the respective meanings assigned to them in Section 5.01
hereof.

      


      1.18.  “Code” means the
United States Internal Revenue Code of 1986, as amended.

      


      1.19.     
“Commercial Software
Rights” shall mean commercial computer software programs generally
available to the public by sale, lease or other forms of distribution, in any
case that are used in the Business.

      


      1.20.  “Compensation
Agreement” shall have the meaning set forth in Section
4.02(g).

      


      1.21.  “Confidentiality
Agreement” means that certain Confidentiality Agreement, dated July 7,
2008, by and between MTI and the Buyer.

      


      1.22.  “Consolidated Financial
Statements” shall have the meaning set forth in Section
6.16(c).

      


      1.23.  “Contract” means any
legally binding agreement, obligation, undertaking, lease, evidence of
Indebtedness, mortgage, indenture, security agreement or other contract (whether
written or oral and whether expressed or implied).

      


      1.24.  “Divisional Financial
Statements” shall have the meaning set forth in Section
6.16(b).

      


      1.25.     
“Environment”
means all air, surface water, groundwater, or land, including land surface or
subsurface, including all fish, wildlife, biota and all other natural
resources.

      


      1.26.  “Environmental Claim”
means any Claim pursuant to any applicable Environmental Law by any Person
(including but not limited to any Governmental or Regulatory Authority, private
person and citizens’ group) based upon, alleging, asserting, or claiming any
actual or potential (a) violation of or Liability under any Environmental Law,
(b) violation of any Environmental Permit, or (c) Liability for investigatory
costs, cleanup costs, removal costs, remedial costs, response costs, natural
resource Losses, property damage, personal injury, fines, or penalties arising
out of, based on, resulting from, or related to the presence, release, or
threatened release into the Environment, of any Hazardous Materials at any
location, including but not limited to any off-Site location to which Hazardous
Materials or materials containing Hazardous Materials were sent for handling,
storage, treatment, or disposal.

      


      
        
          
          

        

        
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      1.27.  “Environmental Clean-up
Site” means any location which is listed on the National Priorities List
(as presented on the Environmental Protection Agency website at http://www.epa.gov/superfund/sites/npl/npl.htm,
or any other successor link created after the Closing), the Comprehensive
Environmental Response, Compensation and Liability Information System, or on any
similar state list of sites requiring investigation or cleanup, or which is the
subject of any pending (or, to Sellers’ Knowledge, threatened) action, suit,
proceeding, or investigation related to or arising from any alleged violation of
any Environmental Law, or at which there has been a release (or, to Sellers’
Knowledge, a threatened or suspected release) of a Hazardous
Material.

      


      1.28.  “Environmental Law”
means all applicable federal, state, local and foreign environmental, health and
safety Laws, common law orders, decrees, judgments, codes and ordinances and all
rules and regulations promulgated thereunder, civil or criminal, including,
without limitation, Laws relating to emissions, discharges, releases or
threatened releases of Hazardous Materials, pollutants, contaminants, chemicals,
or industrial, toxic or hazardous substances or wastes into the environment or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, pollutants,
contaminants, chemicals, or industrial, solid, toxic or hazardous substances or
wastes.

      


      1.29.  “Environmental Permit”
means any federal, state, local, provincial, or foreign permits, licenses,
approvals, consents or authorizations required by any Governmental or Regulatory
Authority under or in connection with any Environmental Law and includes any and
all orders, consent orders or binding agreements issued or entered into by a
Governmental or Regulatory Authority under any applicable Environmental
Law.

      


      1.30.  “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, or any successor
Law, and the rules and regulations promulgated thereunder.

      


      1.31.  “Escrowed Amount”
shall have the meaning set forth in Section 8.03.

      


      1.32.  “Excluded Assets”
shall have the meaning set forth in Section 2.02.

      


      1.33.     
“Excluded
Employee” shall have the meaning set forth in Section
10.02(a).

      


      1.34.     
“Excluded Liabilities”
shall have the meaning set forth in Section 4.03.

      


      1.35.  “Financial Statements”
shall have the meaning set forth in Section 6.16(c).

      


      1.36.  “Fixed Assets” shall
have the meaning set forth in Section 2.01(a).

      


      1.37.  “GAAP” refers to
“Generally Accepted Accounting Principles,” and shall mean (a) when used in
reference to the preparation of a statement, that such statement has been
prepared in accordance with generally accepted accounting principles in Canada,
consistently applied, except that no footnotes or other required disclosures
otherwise required under generally accepted accounting principles in Canada
necessarily need to have been provided, and (b) when used in reference to a
specific calculation or line item of a statement, that such calculation or line
item has been prepared or valued in accordance with generally accepted
accounting principles in Canada, consistently applied, provided however, that
interim statements, and calculations and line items prepared for interim
statements, shall be subject to normal adjustments in accordance with generally
accepted accounting principles in Canada, consistently applied.

      


      
        
          
          

        

        
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      1.38.  “General Intangibles”
shall have the meaning set forth in Section 2.01(c).

      


      1.39.  “Governmental or Regulatory
Authority” means any court, tribunal, arbitrator, authority, agency,
commission, official or other instrumentality of the United States, any foreign
country or any domestic or foreign state, county, city or other political
subdivision, and shall include, without limitation, the Securities and Exchange
Commission,  the Internal Revenue Service, and the various state and
foreign securities regulators and taxation authorities.

      


      1.40. [*]

      


      1.41. [*]

      


      1.42. [*]

      


      1.43.  “Hazardous Material”
means (a) any petroleum or petroleum products, radioactive materials, asbestos
in any form that is or could become friable, urea formaldehyde foam insulation
and transformers or other equipment that contain dielectric fluid containing
levels of polychlorinated biphenyls (PCBs); (b) any chemicals, materials,
substances or wastes which are now defined as or included in the definition of
“hazardous substances”, “hazardous wastes,” “hazardous materials,” “extremely
hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic
pollutants” or words of similar import, under any Environmental Law; and (c) any
other chemical, material, substance or waste, exposure to which is now
prohibited, limited or regulated by any Governmental or Regulatory Authority
under any Environmental Law, including without limitation crystalline
silica.

      


      1.44.  “Indebtedness” of any
Person means all obligations of such Person (a) for borrowed money, (b)
evidenced by notes, bonds, debentures or similar instruments, (c) for the
deferred purchase price of goods or services (other than trade payables or
accruals incurred in the ordinary course of the Business), (d) under capital
leases, and (e) in the nature of guarantees of the obligations described in
clauses (a) through (d) above of any other Person.

       

       

      _________________________

      [*]
CONFIDENTIAL
TREATMENT REQUESTED


      
        
          
          

        

        
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      1.45.  “Indemnified Party”
shall have the meaning set forth in Section 8.02(d).

      


      1.46.  “Indemnifying Party”
shall have the meaning set forth in Section 8.02(d).

      


      1.47.  “Indemnity Cap” shall
have the meaning set forth in Section 8.02(b).

      


      1.48.  “Intellectual
Property” shall mean any or all of the following, and all rights, and all
title and interest therein or associated therewith:  (a) United
States, Canadian, German and foreign patents and applications therefor and all
reissues, divisions, renewals, extensions, provisionals, continuations and
continuations-in-part thereof; (b) inventions (whether or not patentable),
invention disclosures, invention improvements, trade secrets (including, without
limitation, [*]), computer software programs (in both source code and object
code form), technology, technical data and customer lists (including contact
information for such customers), tangible or intangible proprietary information,
and all documentation relating to any of the foregoing; (c) copyrights,
copyrights registrations and applications therefor, and all other rights
corresponding thereto throughout the world; (d) industrial designs and any
registrations and applications therefor owned by a Seller; (e) trade names,
including, without limitation, registered trademarks and common law trademarks
and service marks, logos, trademark and service mark registrations and
applications therefor throughout the world; (f) all databases and data
collections and all rights therein throughout the world; (g) moral and
economic rights specifically designated for authors or inventors, however
denominated, throughout the world; and (h)  any similar or equivalent
rights to any of the foregoing anywhere in the world.

      


      1.49.  “Key Employees” shall
mean [*].

      


      1.50.  “Knowledge” means the
actual knowledge of a Person with respect to any fact, event or condition, as
well as the knowledge that such party reasonably would be expected to have
acquired in the ordinary course of the Business and the prudent management of
its own affairs; including without limitation that which could be acquired by
making reasonable inquiry (including, in the case of Sellers, of the Key
Employees).  Such definition shall include any form of such term, such
as knows, known, etc., whether or not capitalized, as used in this Agreement
with respect to a party’s awareness of the presence or absence of a fact, event
or condition.

      


      1.51.  “Law” and “Laws” means all laws,
statutes, rules, regulations, ordinances and other pronouncements having the
effect of law of the United States, any foreign country or any domestic or
foreign state, county, city or other political subdivision or of any
Governmental or Regulatory Authority.

      


      1.52.  “Lease” and “Leased Premises”
shall have the meanings set forth in Section 6.12.

       

       

      
        _________________________

        [*]
CONFIDENTIAL
TREATMENT REQUESTED

        
          
            
            

          

          
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      1.53.  “Leewood Business”
means the business conducted by MTI Leewood Germany within the twelve (12) month
period immediately prior to the Closing, including, without limitation, the
development, manufacture, sale and/or distribution of finished and semi-finished
elastomeric products, as conducted by MTI Leewood Germany at its facilities in
Bremen, Germany, but excluding the Retained Business.

      


      1.54.  “Liability” or “Liabilities” means
all Indebtedness, obligations and other liabilities of a Person (whether
absolute, accrued, contingent (or based upon any contingency), fixed or
otherwise, or whether due or to become due).

      


      1.55.  “License” means any
license, permit, certificate of authority, authorization, approvals,
registration, franchise and similar consent granted or issued by any
Governmental or Regulatory Authority.

      


      1.56.  “Liens” means claims,
pledges, security interests, mortgages, easements, covenants of record, liens,
charges, restrictions, consignments, or other encumbrances of whatever nature,
whether created by statute, contract, process of Law or otherwise, and whether
or not recorded or otherwise perfected.

      


      1.57.  “Loss” means any and
all damages (including reasonably foreseeable incidental and consequential
damages proximately related thereto, but not including punitive damages or
exemplary damages), fines, fees, penalties, deficiencies, diminution in value of
investment, losses and expenses, including without limitation, interest,
reasonable expenses of investigation, court costs, reasonable fees and expenses
of attorneys, accountants and other experts or other expenses of litigation or
other proceedings or of any Claim, default or assessment, but specifically
excluding (i) any costs incurred by or allocated to an Indemnified Party with
respect to time spent by employees of the Indemnified Party or any of its
Affiliates, and (ii) a decrease in value of an Acquired Asset due to factors or
circumstances which would have had no significant adverse effect upon the value
thereof had they occurred as of the Closing Date, but rather are caused
primarily by the different use to which such Acquired Asset is put
thereafter.

      


      1.58.  “Material Adverse
Effect” means any change or effect of any event or circumstance which,
individually or when taken together with all other changes, effects, events or
circumstances, is or could reasonably be expected to be materially adverse to
the assets, financial condition, business or results of operation of a Person;
excluding, however, any adverse effect due to changes, after the date of this
Agreement, relating to or arising out of (a) conditions affecting the United
States, Germany or worldwide economy generally or the general market addressed
by such Person’s products and/or services, (b) any natural disaster, national
emergency, war or act of terrorism or international political or social
conditions, (c) any adverse change or effect arising from the negotiation or
public announcement of this Agreement, (d) any failure of the Richmond Business
or the Leewood Business to achieve any financial, sales or other projection or
forecast, (e) any breach by Buyer or any of its Affiliates of the
Confidentiality Agreement, or (f) any change in GAAP or generally accepted
accounting principles in the United States, Canada or Germany (or any change in
interpretation thereof).

      


      
        
          
          

        

        
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      1.59.  “MTI Leewood Sweden”
means Leewood Elastomer AB, a corporation organized under the laws of Sweden
with offices at Fräsarvägen 30, S-142 50, Skogas, Sweden.

      


      1.60.  “Net Leewood
Receivables“ shall have the meaning set forth in Section
2.01(g).

      


      1.61.  “Operative Documents”
shall mean any and all certificates, instruments, agreements  and
other documents between or among some or all of the parties hereto, or their
employees, which are required to be executed and/or delivered pursuant to this
Agreement.

      


      1.62.  “OSHA” means the
United States Occupational Safety and Health Act, as amended and in effect as of
the Closing Date.

      


      1.63.  “Other Party” shall
have the meaning set forth in Section 6.20(g).

      


      1.64.  “Permits” shall have
the meaning set forth in Section 6.03.

      


      1.65.  “Permitted Exceptions”
means (a) liens for general real estate Taxes not yet due and payable; (b) liens
or encumbrances of a definite or ascertainable amount and which will be paid and
discharged in full by or for Sellers at or prior to the Closing; (c) with
respect to real property, all zoning ordinances, building codes, and all
easements, restrictions, and covenants of record and other liens or encumbrances
that do not materially impair the use of such real property for its current use,
nor materially diminish its market value; (d) statutory liens arising in the
ordinary course of business with respect to amounts not yet overdue for a period
of 60 days or in respect of amounts being contested in good faith; and (e)
restrictions placed on any Seller Intellectual Property licensed to a Seller by
any Third Party and disclosed on Schedule 6.20(g).

      


      1.66.  “Person” means any
natural person, corporation, general or limited partnership, limited liability
company or partnership, proprietorship, other business organization, estate,
trust, union, association or governmental or regulatory authority.

      


      1.67.  “Plan” means any
bonus, incentive compensation, deferred compensation, pension, profit sharing,
retirement, leave of absence, layoff, vacation, day or dependent care, legal
services, cafeteria, life, health, accident, disability, workmen’s compensation
or other insurance, severance, separation or other employee benefit plan,
practice, policy or arrangement of any kind, whether written or oral, including,
but not limited to, any “employee benefit plan” within the meaning of Section
3(3) of ERISA.

      


      1.68.  “Products” shall mean
those products and services produced or sold by the Sellers in connection with
the Business, or otherwise provided to the Sellers for sale in connection with
the Business, together with all intellectual property rights associated
therewith and the goodwill and business appurtenant thereto, except and solely
to the extent listed as an Excluded Asset.

      


      
        
          
          

        

        
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      1.69.  “Purchase Price” shall
have the meaning set forth in Section 3.01.

      


      1.70.  “Registered Intellectual
Property” shall mean (a) all Intellectual Property that is subject to any
United States or foreign:  (i) patents and patent applications
(including provisional applications); (ii) registered trademarks,
applications to register trademarks, or intent-to-use applications to register
trademarks; (iii) registered copyrights and applications to register
copyrights; and (b) any other Intellectual Property that is the subject of
an application, certificate, filing, registration, or other similar document
issued by, filed with, or recorded by any state, government or other public
legal authority.

      


      1.71.  “Release” shall mean
any depositing, spilling, leaking, pumping, pouring, placing, emitting,
discarding, abandoning, emptying, discharging, migrating, injecting, escaping,
leaching, dumping or depositing.

      


      1.72.  “Retained Business”
shall have the meaning set forth in Section 2.02(a).

      


      1.73.  “Richmond Business”
means the business conducted by MTI Silicones within the twelve (12) month
period immediately prior to the Closing, including, without limitation, the
development, manufacture and sale of foam, sponge and solid silicone materials
and other products by MTI Silicones at its Richmond, Virginia facility in bun
stock form, rolls or sheets, with conversion capabilities such as die cutting,
slitting, adhesive application and assembly, and specifically including the
manufacture of silicone foam applied to fabric for [*], but excluding the
Retained Business.

      


      1.74.     
“Securities
Filings” shall have the meaning set forth in Section
6.16(a).

      


      1.75.  “Seller” and “Sellers” shall have
the meanings set forth in the preamble.

      


      1.76.  “Seller 401(k) Plan”
shall have the meaning set forth in Section 10.02(d).

      


      1.77.  “Seller Indemnified
Parties” shall have the meaning set forth in Section
8.02(c).

      


      1.78.  “Seller Intellectual
Property” shall mean any Intellectual Property (excluding any Commercial
Software Rights) that is owned by Seller or to which Seller has rights of use,
and which is either necessary for or used in, or as of the Closing Date was
developed or being developed primarily for or held primarily in connection with,
the Business.  For the avoidance of doubt, Seller Intellectual
Property excludes the [*] and any rights (trademark or otherwise) with respect
to the names [*] but includes rights to the [*], and includes all Seller
Registered Intellectual Property, except and solely to the extent listed as an
Excluded Asset.

       

      
        _________________________

        [*]
CONFIDENTIAL
TREATMENT REQUESTED

        
          
            
            

          

          
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      1.79.  “Seller Registered
Intellectual Property” shall mean all of the Registered Intellectual
Property (excluding, for the avoidance of doubt, any Commercial Software Rights)
that is owned by, or filed in the name of, a Seller, which is either necessary
for or used in, or as of the Closing Date was developed or being developed
primarily for or held primarily in connection with, the Business, except and
solely to the extent listed as an Excluded Asset by Sellers.  For the
avoidance of doubt, Seller Registered Intellectual Property excludes any rights
(trademark or otherwise) with respect to the names [*].

      


      1.80.  “Site” means any of
the real properties currently or previously owned, leased or operated by Seller
or any past or present subsidiary of Seller which have been used in connection
with the Business or any portion thereof.

      


      1.81.  “Soft Furnishings
Business” means the business of assembling MTI Leewood Germany’s
fabricated [*] product under any existing contract including, without
limitation, those certain contracts with [*], and any successor contract or
relationship with respect thereto. For the avoidance of doubt, assets (tangible
or intangible) of the Soft Furnishings Business shall only refer to those assets
used exclusively in the assembly of the [*] or inventory held for such assembly,
but shall not include assets used in the manufacture or sale of any of the
component parts so assembled, nor raw materials or inventory not exclusively
held for such assembly, nor any tangible and intangible assets of MTI Leewood
Germany which are used in the assembly of the [*] product but have other uses or
applications within the Business.

      


      1.82.     
“Tax” or “Taxes” means any and
all federal, state, local or foreign taxes, fees, levies, duties, tariffs,
imposts and other governmental charges of any nature (together with any
interest, penalties and additions to tax) including, without limitation, taxes
or other charges on, or with respect to, income, gross receipts, property,
sales, use, capital or net worth.

      


      1.83.  “Tax Return” means any
return, report or statement (including any information return) required to be
filed for purposes of a particular Tax.

       

       

      
        _________________________

        [*]
CONFIDENTIAL
TREATMENT REQUESTED

        
          
            
            

          

          
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      1.84.  “Third Party” shall
mean any Person who is not a party to this Agreement, nor is an Affiliate of any
party to this Agreement.

      


      1.85.  “Trust Agreement”
shall have the meaning set forth in Section 4.02(g).

      


      1.86.  “WARN” shall have the
meaning set forth in Section 4.02(f).

      


      SECTION
2

      PURCHASE AND SALE OF
ASSETS

      


       

      2.01.      Purchase and
Sale.  Upon the terms and subject to the conditions set forth
in this Agreement, and in reliance on the representations and warranties of
Sellers contained herein, at the Closing (as herein defined), Sellers each shall
sell, convey, transfer, assign and deliver, and shall cause their respective
Affiliates to sell, transfer, assign and deliver to Buyer, and Buyer shall
purchase and assume from Sellers and such Affiliates of any of them (in each
case except as set forth in Section 2.02 below), for the consideration
hereinafter set forth herein and free and clear of all Liens and Third Party
Claims (whether private, governmental or otherwise) whatsoever, other than
Permitted Exceptions, good and marketable title to all tangible fixed assets and
intangible assets which are either are used in, are necessary for, or as of
December 31, 2008 were located at the facilities and/or offices of, the
Business  (including any off-site locations such as temporary storage
sites, including without limitation the assets held in the facility of [*] in
Richmond, Virginia), other than Excluded Assets (collectively, the “Acquired Assets”);
including, without limitation, the following:

       

      (a)          Those
fixed assets of the Business  (the “Fixed Assets”),
including without limitation the machinery and equipment, testing devices,
computer equipment (hardware, software, peripherals, laptops, PDAs, etc.),
furniture, fixtures, any tooling, office equipment, signage, company owned
vehicles and any other types of fixed assets  including, but not
limited to, those items listed and described on Schedule 2.01(a)
hereto, which Schedule shall be revised by the Sellers as of the Closing Date to
correctly note any additions to and deletions from the Fixed Assets, if any,
which may have occurred between the date hereof and the Closing Date, and to
describe any material impact upon the operations of the Business caused thereby
(provided that Sellers’ Liability therefor, to the extent provided in this
Agreement, shall not be diminished by the fact that such changes have been
disclosed).

       

      (b)          All
of Sellers’ rights, title and interest in, to and under all Contracts of or
relating to the Business, as well as works in process and bids and proposals of
Sellers that are related to the conduct of the Business including, without
limitation, any and all deposits or prepayments thereunder, together with all
necessary consents to assignment; provided that with respect to the contracts
contemplating future work thereunder, Buyer may either accept the necessary
consents thereto or separately negotiate an agreement with the other party or
parties thereto prior to Closing. Such assigned or separately negotiated
contracts are referred to collectively hereunder as the “Assumed Contracts”.
Notwithstanding the foregoing sentence, however, Buyer’s acquisition of any
rights, title or interest in any Contract, other than an Assumed Liability,
shall not be deemed a consent or an agreement by Buyer to become a party thereto
or otherwise to assume liability thereunder, unless such Contract is specified
as an Assumed Contract on Schedule 6.19 hereto.

       

       

      
        
          _________________________

          [*]
CONFIDENTIAL
TREATMENT REQUESTED

        

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

      (c)          All
Seller Intellectual Property including, without limitation, those assets set
forth on Schedule
2.01(c) hereto, together with the goodwill and business appurtenant
thereto and any licenses and sublicenses granted and obtained with respect
thereto, rights thereunder, remedies against infringements thereof, and rights
to protection of interests therein under the applicable Laws of all
jurisdictions, customer lists, Sellers’ existing telephone and facsimile numbers
(other than the three telephone numbers listed in Section 10.03, which shall
revert to Sellers after the transition period set forth in Section 10.03), all
rights in and to the trademarks and tradenames associated with any Product
(except with respect to the tradenames [*]), along with all choses in action,
permits, Licenses, approvals, variances and other intangible assets of the
Business (in each case to the extent transferable) and all goodwill of the
Business (other than corporate authorizations to transact business which are
related to a Seller as a legal entity) (“General
Intangibles”).

       

      (d)          All
books, records, files, catalogues, contracts, customer lists, prospect lists,
dealer and distributor lists, lists of open customer purchase orders and sales
leads, sales literature, sales records, engineering data, product design,
drawings and information, operating records, certain research results and test
records and other miscellaneous documentation that primarily relate to the
Acquired Assets or to the Business, as well as copies of such documents and/or
information to the extent they relate both to the Acquired Assets and/or to the
Business as well as any Excluded Assets and/or the Retained Business, whether
such materials and documents are in written or electronic form  (the
“Business
Records”).

      


      (e)          All
of Sellers’ inventory, raw materials, supplies, work in process, finished goods,
packaging and other manufacturing supplies of any nature relating to the
Business.

       

      (f)          All
of Sellers’ right, title and interest in all real property owned or leased by
Sellers at the facility located in Richmond, Virginia, and all of Sellers’
right, title and interest as of the Closing Date in and to the real property
leased at Bremen, Germany (other than the facility used for the Soft Furnishings Business and
located at Walter-Geerdes-Straβe 10, D-28307, Bremen, Germany), including all
structures and improvements thereon and all interests therein used in the
Business.  

       

      (g)          The
Accounts Receivable, less any accounts payable, of MTI Leewood Germany, other
than those relating to the Retained Businesses or owing by Affiliates of MTI
Leewood Germany (the “Net Leewood
Receivables”), up to a maximum of US$400,000, computed as of the first
yearly anniversary of the Closing Date.  If as of such anniversary the
Net Leewood Receivables exceed US$400,000, the Buyer shall pay to MTI Leewood
Germany or its lawful successors and assigns the balance thereof, and if the Net
Leewood Receivables then are less than US$400,000, the Buyer shall be entitled
to receive the deficiency thereof from the Sellers (which Buyer shall first take
from the Escrowed Amount, to the extent then available and not subject to any
asserted Claim, and for which Sellers shall not be obligated to replenish the
Escrowed Amount).

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            

          

        

      

      (h)         All
the Sellers’ right, title and interest as of the Closing Date in, to and under
all other assets of every kind and nature used or intended to be used in or
necessary to the operation of the Business, including, without limitation, any
other data wherever found or of whatever kind of Sellers not described above
reasonably required to conduct the Business.

       

      In order
to effect the foregoing, Sellers shall execute and deliver to Buyer at the
Closing a Bill of Sale in the form of Exhibit B
hereto.  Except as otherwise set forth or disclosed herein, all the
Acquired Assets are, and at the Closing Date will be, located at the facilities
of MTI Silicones in Richmond, Virginia, and of MTI Leewood Germany in Bremen,
Germany, respectively.

      


      As of the Closing Date, the Acquired
Assets shall be transferred or otherwise conveyed to Buyer free and clear of all
Liens and Liabilities, excepting only Permitted Exceptions and the Assumed
Liabilities listed in Section 4.02.

      


      The parties hereby waive compliance
with the bulk transfer or bulk sales provisions of the applicable state Uniform
Commercial Code provisions or any other similar Law, if any; provided, however,
that such waiver shall not constitute a limitation of the rights of Buyer and
Sellers hereunder.

      


      2.02.      Excluded
Assets.  The following assets of Sellers (collectively, the
“Excluded
Assets”) are not part of the sale and purchase contemplated hereunder,
are excluded from the Acquired Assets and shall remain the property of Sellers
after the Closing:

       

      (a)           All
tangible and intangible assets located at facilities of MTI Silicones in
Richmond, Virginia, of MTI Leewood Germany in Bremen, Germany, respectively, on
December 31, 2008 primarily relating to [*] (iii) the business conducted by MTI
Silicones primarily at its facilities in Milton, Florida (other than the [*]),
internally referred to as the Mold-Ex Division or Milton Division, (iv) Sterne
SARL, (v) the portion of the Leewood Business conducted by MTI Leewood Sweden (which
shall be subject to the Transition Services Agreement), and (vi) those
specific businesses and assets of Sellers which are listed or specifically
described on Schedule
2.02 (a) hereto (collectively, the “Retained
Business”).

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

            

          

        

      

      (b)           Any
contract rights relating to (i) employees of, or consultants to, Sellers who are
not being hired by or offered employment with Buyer as of the Closing, and (ii)
any customers and suppliers of Sellers exclusively with respect to the Retained
Business.

      


      (c)           All
books, records, files, catalogues, contracts, customer lists, prospect lists,
dealer and distributor lists, lists of open customer purchase orders and sales
leads, sales literature, sales records, engineering data, product design,
drawings and information, operating records, certain research results and test
records and other miscellaneous documentation that exclusively pertain to the
Retained Business.

      


      (d)           All
minute books, records and seals.

      


      (e)           All
personnel records and other records that Sellers are required by Law to retain
in their respective possession (provided that accurate and complete copies are
given or made available to Buyer at or prior to the Closing, to the extent that
they relate to personnel continuing their employment with Buyer after the
Closing).

      


      (f)           All
Claims for refund of Taxes and other governmental charges of whatever nature for
which Sellers would otherwise be entitled to under this Agreement, prorated to
reflect the portion attributed to pre-Closing or post-Closing business
activity.  Sellers agree to provide Buyer with reasonable cooperation
in connection with any audit or assessment of Taxes, interest or other charges
with respect to any period prior to Closing..

      


      (g)           All
rights of Sellers under this Agreement and the Operative Documents.

      


      (h)           All
agreements regarding the purchase and sale of, or governing the rights of, the
capital stock of Sellers.

      


      (i)           All
Accounts Receivable (other than Net Leewood Receivables), intercompany
receivables for loans and other financial arrangements, prepaid items, deposits
and capitalized development costs for future recovery, except to the extent they
relate to the Assumed Liabilities.

      


      (j)           Any
interest in real property owned or leased by Sellers and not included in the
Acquired Assets.

      


      2.03           [*]:

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                14

                
                  

                

              

              
                
                
(a)               [*]

            

          

        

      

       

      (b)               [*]

       

      (c)               [*]

       

      (d)               [*]

      


      SECTION
3

      PURCHASE
PRICE

      
 

      3.01.     
Amount and
Payment of the Purchase Price.  In consideration for the
Acquired Assets, Rogers shall pay to the Sellers the aggregate amount of Seven
Million Four Hundred Thousand Dollars (US$7,400,000.00) (the “Purchase Price”),
payable in lawful currency of the United States as follows:

       

      (a)           Three
Million Five Hundred Thousand Dollars (US$3,500,000.00) with respect to the
Richmond Business, which shall be paid by wire transfer to MTI Silicones on the
Closing Date to the account(s) specified by MTI Silicones in
writing;

       

      (b)           Three
Million Nine Hundred Thousand Dollars (US$3,900,000.00) with respect to the
Leewood Business, which shall be paid by wire transfer to MTI Leewood Germany on
the Closing Date to the account(s) specified by MTI Leewood Germany in writing;
and

      


      (c)           Six
Hundred Fifty Thousand Dollars (US$650,000.00), which shall be paid over to an
escrow agent to be held as provided for in Section 8.03 below.

      


      3.02       Allocation of Purchase
Price.  The parties hereto agree and acknowledge that the
determination of the price for each of the Acquired Assets being sold by Sellers
to Buyer, as set forth in this Agreement, is the result of arm’s-length
negotiations between the parties. The Purchase Price shall be preliminarily
allocated amongst the Acquired Assets by the Buyer in the manner set forth in
Schedule 3.02 (to be supplied by Buyer prior to Closing). Buyer then shall
provide to Sellers the report of buyer's independent appraiser within ninety
(90) days after the Closing, which shall be prepared in accordance with United
States Generally Accepted Accounting Principles then in effect. If after
discussion with Buyer and/or its appraiser, Sellers' appraiser disagrees with
the conclusions of that report, then each Party may file its tax returns in
reliance upon the characterization and allocated prices of the various assets
determined by that Party's independent appraiser in good faith.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

          

        

      

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      SECTION
4

      ASSUMPTION OF
LIABILITIES

      


      4.01.      Nonassumption of Liabilities
and Indemnification. Buyer shall not assume any Liabilities of Sellers
whatsoever except as specifically set forth in Section 4.02 below. The parties
intend that Buyer shall acquire ownership of the Acquired Assets free and clear
of all Liens and Third Party Claims (whether private, governmental or otherwise)
whatsoever, other than Permitted Exceptions, and each Seller represents and
warrants that such sale shall be accomplished without expense or Liability for
any such Third Party Claims to Buyer.

      


      4.02.      Assumed
Liabilities.  At Closing, Buyer shall assume the following
Liabilities, and shall be responsible for all such Liabilities from and after
the Closing Date (collectively, the “Assumed
Liabilities”):

       

      (a)          The
purchase orders as of the Closing Date from each Seller’s customers regarding
the Products, accepted in the ordinary course of the Business as conducted by a
Seller (all of which, as of the Closing Date, are annexed as Schedule 4.02(a)
hereto).

       

      (b)          The
purchase orders of each Seller as of the Closing Date to such Seller’s suppliers
regarding the Business; provided, that such purchase orders were accepted in the
ordinary course of the Business as conducted by such Seller consistent with past
practices and contain pricing and other terms which are usual and ordinary in
the normal course of the Business; and provided, further that any payments under
such purchase orders were not, by their terms, due and payable by a Seller as of
a date prior to the Closing Date. All such purchase orders as of the date hereof
are annexed as Schedule 4.02(b)
attached hereto (aside from those not available as of the date hereof, which
shall be included in a Class A Schedule Update, as defined in Section
5.06(c)(i), and delivered to Buyer prior to Closing), and these shall be
supplemented, as a Class B Schedule Update (as defined in Section 5.06(c)(i)) as
of the Closing by those additional purchase orders issued between the date
hereof and the Closing. As of the Closing or promptly upon request of a Seller
after the Closing, Buyer shall reimburse such Seller for any advance payments
made by such Seller prior to the Closing for any such outstanding purchase
orders.

       

      (c)          All
Liabilities of Sellers under all of the Assumed Contracts as provided in the
Assignment and Assumption Agreement attached hereto as Exhibit D;
provided that the assumption of such obligations by Buyer hereunder shall not be
deemed to diminish any liability of Sellers for a breach of a representation or
warranty concerning such obligations.

       

      (d)          All
warranties and service obligations with respect to any Products sold by Sellers
prior to the Closing Date; provided, that the assumption of such obligations by
Buyer hereunder shall not be deemed to diminish any liability of Sellers for a
breach of a representation or warranty concerning such obligations; and
provided, further that Buyer shall not be responsible for any other Liabilities,
in connection with Products shipped from inventory of a Seller, existing as of
the Closing Date, which Liabilities shall remain with the applicable
Seller.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      (e)          Liabilities
for Taxes based or imposed upon, arising out of, or resulting from the purchase
of the Business and the Acquired Assets, in each case relating to periods (or
portions thereof) after the Closing Date, but in no event including any
Liabilities for Taxes assessed or accrued for a period (or portion thereof)
prior to or including the Closing Date, or arising out of or resulting from the
ownership, holding or use of any Acquired Asset prior to the Closing Date, or
relating to any transaction consummated prior to the Closing Date.

       

      (f)          All
Liabilities and obligations (including, for the avoidance of doubt, all
severance or termination liabilities, if any) in respect of employees of the
Business (other than Excluded Employees) who are employees of the Business
immediately prior to the Closing, and beneficiaries of such employees, including
liabilities and obligations under or relating to the Worker Adjustment
Retraining and Notification Act, as amended (“WARN”), or any
similar state or local law, but solely to the extent relating to or arising out
of the sale of the Acquired Assets or any actions taken by Buyer on or after the
Closing Date.

       

      (g)          Obligations
of Sellers to pay royalties pursuant to [*].

       

      (h)         All
other trade payables of the Leewood Business incurred consistently with past
practice of the Sellers and in the ordinary course of business or other trade
payables owing from Affiliates of MTI Leewood Germany.

       

      4.03       Excluded
Liabilities.  Notwithstanding the foregoing, and except as
expressly set forth in this Agreement with respect to the Assumed Liabilities,
Buyer shall not assume nor become liable for, nor shall, by execution or
performance of this Agreement, purchase of the Acquired Assets or otherwise,
become responsible for, be liable with respect to or otherwise be obligated to
pay, perform, discharge or guarantee, any Liability of Sellers (whether known,
unknown, direct, indirect or otherwise) to the extent arising or relating to the
conduct of the Business prior to the Closing Date (collectively, the “Excluded
Liabilities”). Sellers agree to promptly pay or discharge all Excluded
Liabilities, and to indemnify Buyer from any failure to do so on a timely basis.
Without limitation, Excluded Liabilities shall include the
following:

      


      (a)          Liabilities
for Taxes based or imposed upon, arising out of, or resulting from the Business
and the Acquired Assets, in both cases for periods (or portions thereof) on or
before the Closing Date.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                17

                
                  

                

              

              
                
                

              

            

          

        

      

       

      (b)          Any
claims, acts, errors, omissions, Losses, costs or Liabilities with respect to
any Seller, the Acquired Assets, such Seller’s trade practices or the Business
as conducted by such Seller arising or accruing or based on the operation of the
Business prior to the Closing Date or otherwise based on any acts or omissions
of a Seller made at any time thereafter including, but not limited to, unpaid
salary, products liability, environmental, tort, antitrust, workers’
compensation liability, employment practices liability, unfair competition,
business practices liability and similar claims.

      


      (c)          Any
legal, accounting or other expenses of a Seller in connection with this
Agreement.

      


      (d)          Any
Liabilities arising out of, incurred in connection with or related to the
ownership of the Excluded Assets.

       

      (e)          Any
Liabilities arising out of or in connection with any Indebtedness of a Seller
for borrowed money (including, without limitation, the outstanding operating and
term loan facilities with SEB, Sparkasse and Bank of America).

       

      (f)          Any
inter-company accounts payable, other than for goods (if any) received in an
arm’s length transaction in the ordinary course of business.

       

      (g)          Any
Liabilities to employees or former employees of a Seller, arising out of actions
taken or omitted prior to the Closing Date (including Liability for accrued but
unpaid vacation time as described in Section 10.02(e)), or otherwise exclusively
related to the Retained Business; including without limitation the pending or
threatened Claims of four former employees of MTI Leewood Germany which are
described in Sections 6.08 and 6.22 of the Disclosure Schedule.

       

      (h)         Any
brokerage fees, commissions, finders or similar fees incurred by a Seller in
connection with the transactions contemplated by this Agreement.

       

      (i)          Any
obligations under [*] not included as an Assumed Liability.

      


      SECTION
5

      CLOSING

      


      5.01.      Closing.  The
closing of the transactions contemplated herein (the “Closing”) shall be
held at the offices of Burns & Levinson LLP, counsel for Buyer, remotely via
the exchange of documents and signatures or at such other time and place as the
parties mutually may agree, on the third Business Day following the day on which
the conditions set forth in this Section 5 have been satisfied or waived (other
than those conditions that are intended to be satisfied at the Closing), or such
other date upon which the parties mutually may agree, but in no event later than
May 15, 2009 (the “Closing
Date”).

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                18

                
                  

                

              

              
                
                

              

            

          

        

      

      5.02.      Deliveries of
Sellers.  Each Seller, as applicable, shall deliver or cause to
be delivered to Buyer at the Closing:

      


      (a)          A
Bill of Sale conveying good and marketable title in the Acquired Assets to Buyer
in accordance with this Agreement, free and clear of all Liens (other than
Permitted Exceptions), in substantially the form attached as Exhibit B hereto,
executed by such Seller.

      


      (b)          Any
and all documents of title necessary to transfer ownership to Buyer of the
Acquired Assets, duly executed by each Seller and any other parties
thereto.

      


      (c)          An
Assignment of Intellectual Property in substantially the form attached as Exhibit C hereto,
executed by each Seller.

      


      (d)          An
Assignment and Assumption Agreement in substantially the form attached as Exhibit D hereto,
executed by each Seller.

      


      (e)          A
Non-Competition and Non-Solicitation Agreement in substantially the form
attached as Exhibit
E hereto, executed by each Seller. [*]

      


      (f)          An
Escrow Agreement in substantially the form attached as Exhibit F hereto,
executed by each Seller.

      


      (g)          Transitional
Services Agreements, without any additional consideration, to be mutually agreed
by the Buyer and Sellers prior to Closing.

      


      (h)          All
documents necessary to transfer any other General Intangibles being purchased by
Buyer hereunder, executed by each Seller and any other parties.

      


      (i)          
A certificate executed on behalf of each Seller by its President or Chief
Executive Officer, certifying as to such Seller’s satisfaction of the conditions
set forth in Section 5.04(a) and (b).

      


      (j)           All
such other deeds, endorsements, assignments and other instruments as, in the
opinion of Buyer’ counsel, are necessary or desirable to vest in Buyer good,
valid and marketable title to and ownership of the Acquired Assets.

      


      (k)          A
certified copy of resolutions, duly adopted by the Boards of Directors and
stockholders of each Seller, authorizing the transactions contemplated hereby,
and a certificate of incumbency as to the authority of the individuals of each
Seller to execute this Agreement, the Operative Documents to which such Seller
is a party and the various other documents and instruments contemplated herein
or therein.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            

          

        

      

      (l)           Such
certificates issued by the appropriate governmental authorities as required to
evidence the legal existence and good standing of each Seller in each
jurisdiction in which it is qualified to do business.

      


      (m)         Evidence,
reasonably satisfactory to Buyer, that all work-in-process and finished goods
inventory of MTI Leewood Sweden has been transferred and delivered to the
premises of MTI Leewood Germany located in Bremen, Germany (unless prior to the
Closing Buyer requests of Sellers that some or all of such work-in-process
and/or finished goods inventory not be transferred, in which case such inventory
shall remain the property of Sellers). As of the Closing or promptly thereafter
at the request of MTI Leewood Germany, Buyer shall reimburse MTI Leewood Germany
for all reasonable costs directly associated with such delivery and certain
other costs related to the closure of MTI Leewood Sweden, as and to the extent
set forth in a Transition Services Agreement substantially in the form annexed
hereto as Exhibit G hereto.

      


      (o)          A
signed opinion of Sellers’ counsel in substantially the form attached as Exhibit H
hereto.

      


      (p)          [*]

      


      (q)          Copies
of the Amendment, Confirmation and Consent substantially as set forth on Exhibit K hereto,
[*].

      


      (r)          [*]

       

      (s)          Such
other closing documents and instruments as Buyer reasonably may
require.

      


      5.03.      Deliveries of
Buyer.  Buyer shall deliver or cause to be delivered to Sellers
at the Closing:

      


      (a)          The
sum of Six Million Seven Hundred Fifty Thousand Dollars (US$6,750,000.00), in
immediately available funds via wire transfer  to the accounts of the
Sellers as designated by them at least two (2) Business Days prior to the
Closing Date and in accordance with Section 3.01;

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            

          

        

      

      (b)          An
Assignment and Assumption Agreement in substantially the form attached as Exhibit D
hereto, executed by Buyer.

      


      (c)          A
Non-Competition and Non-Solicitation Agreement in substantially the form
attached as Exhibit
E hereto, executed by Buyer.

      


      (d)          An
Escrow Agreement in substantially the form attached as Exhibit F hereto,
executed by Buyer, along with the deposit of Six Hundred Fifty Thousand Dollars
(US$650,000.00) into the escrow account designated therein.

      


      (e)          A
Transitional Services Agreement in substantially the form attached as Exhibit G hereto,
executed by Buyer.

      


      (f)          A
certified copy of votes, duly adopted by the Board of Directors of Buyer,
authorizing the transactions contemplated hereby, and a certificate of
incumbency as to the authority of the individuals of Buyer to execute this
Agreement, the Operative Documents to which Buyer is a party and the various
other documents and instruments contemplated herein or therein.

      


      (g)          A
certificate executed on behalf of Buyer by its President or a Vice President,
certifying as to Buyer’s satisfaction of the conditions set forth in Section
5.05(a) and (b).

      


      (h)          A
copy of an undertaking executed by Rogers in favor of the Trustee and the
Sellers, pursuant to which Rogers agrees to pay royalties, at current rates,
pursuant to and in accordance with the Compensation Agreement, to the extent
modified by the Amendment, Confirmation and Consent set forth as Exhibit K
hereto.

       

      5.04.      Conditions to Buyer’s
Obligations.  The obligation of Buyer to consummate the
transactions to be performed by it in connection with the Closing will be
subject to the satisfaction (or waiver by Rogers, in whole or in part, in
writing) of the following conditions as of the time of the Closing:

       

      (a)          No
breach of any representations or warranties of Sellers set forth in Section
6,  nor any updates (Class A or B) to the Disclosure Schedule provided
for in Section 5.06(c) hereof, individually or in the aggregate, will have or
reasonably could be expected to have a Material Adverse Effect upon the
Business. For the avoidance of doubt, any violations of Laws which concern the
export of products or technical information from the United States of America
and which may be imposed from time to time by the government of the United
States of America (including, without limitation, the Foreign Corrupt Practices
Act of 1977, Export Administration Act of 1979, U.S. Arms Export Control Act and
the International Traffic in Arms Regulations, and similar Laws which has had
or, in Buyer’s sole but reasonable judgment, may have a reasonable likelihood of
impairing the conduct of any portion of the Buyer’s business (including but not
limited to the Business) after the Closing, shall constitute a Material Adverse
Effect.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED


            
              
                
                

              

              
                21

                
                  

                

              

              
                
                

              

            

          

        

      

      (b)          Sellers
shall have performed and complied in all material respects with each of the
covenants and agreements required to be performed by the Sellers under this
Agreement or any Operative Document at or prior to the Closing.

       

      (c)          There
shall be no proceeding commenced or threatened against Buyer or any Seller
involving this Agreement or the transactions contemplated herein or any
judgment, decree, injunction or order which prohibits the consummation of the
transactions contemplated by this Agreement.

       

      (d)          Sellers
shall have tendered delivery of the Acquired Assets to Buyer, free and clear of
all Liens, other than Permitted Exceptions.

       

      (e)         There
shall have occurred no Material Adverse Effect upon the Business between the
date hereof and the Closing.

      


      (f)          Buyer
shall have received written acceptance of employment from each Key Employee in
accordance with Sections 10.01 and 10.02.

       

      (g)         Each
Seller shall have delivered to Buyer the items set forth in Section
5.02.

      


      (h)          [*]
shall have agreed to amend the [*] (as each such capitalized term is defined in
Section 6.19) upon terms and conditions reasonably acceptable to Buyer (which
terms and conditions shall not include any further liability for Sellers beyond
whatever may have been incurred in the prior agreement between Sellers and
[*]).

      


      (i)           [*]
shall have executed and delivered an original copy of same to Buyer an
Amendment, Confirmation and Consent substantially in the form set forth as
Exhibit K hereto, and the other parties thereto likewise shall have executed
same and delivered an original copy of same to Buyer.

      


      (j)           The
consents listed on Exhibit I hereto,
sufficient for the assignment of the Assumed Contracts referenced therein to
Buyer, shall have been obtained.

      


      (k)          The
parties to the Assumed Contracts which are listed on Exhibit J hereto
shall have agreed to terms and conditions satisfactory to Buyer.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED


            
              
                
                

              

              
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      (l)           Sellers
shall have cleaned up and disposed of the contents of any assets held in the
off-site facility of [*] in Richmond, Virginia which Buyer indicates, prior to
the Closing, it does not wish to acquire.

       

      (m)         Buyer
and Sellers shall have reached agreement on the form of the draft
Non-Competition and Non-Solicitation which will be annexed as Exhibit E
hereto.

       

      5.05.      Conditions to the Sellers’
Obligations.  The obligation of each Seller to consummate the
transactions to be performed by it in connection with the Closing is subject to
the satisfaction (or waiver by Sellers in writing) of the following conditions
as of the Closing Date:

       

      (a)          No
breach of any representations or warranties of Buyer set forth in Section 7 will
preclude, or reasonably could be expected to preclude, Buyer’s ability to
substantially fulfill its obligations hereunder.

       

      (b)          Buyer
will have performed and complied in all material respects with all of the
covenants and agreements required to be performed by Buyer under this Agreement
at or prior to the Closing.

       

      (c)          There
shall be no proceeding commenced or threatened against Buyer or any Seller
involving this Agreement or the transactions contemplated herein or any
judgment, decree, injunction or order which prohibits the consummation of the
transactions contemplated by this Agreement.

      


      (d)          Buyer
shall have delivered to Sellers the items set forth in Section
5.03.

      


      (e)          No
proposed adjustment by Buyer pursuant to Section 5.06(c)(iv) shall result in a
reduction of the aggregate Purchase Price of more than [*].

      


      (f)          Buyer
and Sellers shall have reached agreement on the form of the draft
Non-Competition and Non-Solicitation which will be annexed as Exhibit E
hereto.

      


      5.06.      Pre-Closing Covenants and
Adjustments.

      


      (a)          Operations and Maintenance
of the Business.  From and after the date hereof and prior to
the Closing, unless Rogers otherwise consents in writing or except as set forth
expressly herein, each Seller will conduct the Business only in the ordinary
course of the Business as conducted by such Seller and consistent with past
practice.  Furthermore, except as may otherwise be required under this
Agreement or as set forth on Schedule 5.06, no
Seller shall do any of the following, without the prior written consent of
Rogers:

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED


            
              
                
                

              

              
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      (i)           enter
into any Contract, or incur or permit to be incurred, any obligation or other
Liabilities, with respect to or materially affecting the Business or the
Acquired Assets, other than in the ordinary course of the Business as conducted
by such Seller and in accordance with past practice; including, without limiting
the generality of the foregoing, (i) enter into any agreement relating to
capital leases of the Business or borrowed money on behalf of the Business
greater than US$10,000 individually or US$50,000 in the aggregate, or (ii) make
any loans to any Person with respect to or materially affecting the Business or
the Acquired Assets (other than advances in the ordinary course of the Business
as conducted by such Seller and consistent with past practice);

       

      (ii)          remove
any of its assets (other than cash and cash equivalents) used in the Business by
way of dividend, distribution, withdrawal or any other means without prior
written notice to Rogers;

       

      (iii)         voluntarily
permit to be incurred any Lien on any of its assets used in the
Business;

       

      (iv)         increase
the compensation payable or to become payable to any of its employees, or
otherwise enter into or alter any employment or consulting agreement, outside
the ordinary course of the Business as conducted by such Seller;

       

      (v)          commence,
enter into, or alter any profit sharing, deferred compensation, bonus, option or
purchase Plan for its interests or other equity securities, pension, retirement
or incentive Plan or any fringe Benefit Plan for its employees retained in
connection with the Business outside the ordinary course of the Business as
currently conducted by such Seller;

       

      (vi)         sever
or terminate the employment of any of its employees retained in connection with
the Business, other than Excluded Employees, or engage any employees or
consultants in connection with the Business except in the ordinary course of the
Business as conducted by such Seller;

       

      (vii)        make
or commit to any individual capital expenditure with respect to or materially
affecting the Business or the Acquired Assets in excess of
US$10,000;

       

      (viii)       cancel
or waive any claims or rights of any Seller, with respect to or materially
affecting the Business or the Acquired Assets, outside the ordinary course of
the Business as conducted by such Seller and consistent with past
practice;

       

      (ix)         change
any accounting methods used by such Seller in connection with the Business,
except and solely to the extent required by GAAP or Law;

       

      
        
          
          

        

        
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      (x)          pay
or incur any obligation or Liability, absolute or contingent with respect to or
materially affecting the Business or the Acquired Assets, other than obligations
or Liabilities incurred in the ordinary course of the Business as conducted by
such Seller and consistent with past practice or purchase any asset other than
in the ordinary course of the Business as conducted by such Seller;

      


      (xi)         make
any Tax election or settle or compromise any Tax Liability which could
reasonably be expected to have an adverse impact on Taxes payable by Buyer with
respect to the Business or the Acquired Assets;

      


      (xii)        enter
into any joint venture, partnership or other similar arrangement or form any
other material arrangement for the operation of the Business as conducted by
such Seller;

      


      (xiii)      
cancel or terminate any of the insurance policies covering the Acquired Assets
or permit any of the coverage thereunder to lapse, unless simultaneously with
such termination, cancellation or lapse, replacement policies providing coverage
equal to or greater than the coverage under such cancelled, terminated or lapsed
insurance policies are in full force and effect; or

      


      (xiv)       enter
into any binding commitment to do any of the foregoing.

      


      (b)           Information.  Subject
to the attorney-client privilege and any other applicable privileges with
respect to its legal counsel, from time to time at Buyer’s request, upon
reasonable prior notice and at reasonable times during normal business hours,
subject to requirements of Law, Sellers will provide to representatives of Buyer
and its agents, employees and accounting, tax, legal and other advisors
(collectively, including Buyer, the “Investigating
Parties”):

       

      (i)           access
to the information regarding the assets, the Liabilities and operations of the
Business;

       

      (ii)           access
to all accounts, insurance policies, Tax Returns, Contracts, and other books and
records concerning the operations and properties of Seller in connection with
the Business, the Acquired Assets and such other relevant information and
materials as may be reasonably requested (including the right to make copies and
abstracts thereof) including, without limitation, financial statements
(including the Financial Statements), review of books and records of the
Business for the last five (5) years through the Closing Date and review of
assets, Liabilities, Products, services, inventory, compliance with Laws,
methods of accounting, margins and financial and other Business Records,
investigation of the Business’ customers and providers, and inspection and
examination of each Seller’s facilities and assets relating to the Business,
including such Seller’s ownership of such facilities and assets;

      


      
        
          
          

        

        
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      (iii)           opportunity
to meet with customers, converters or other value-added resellers (or Persons
acting in a similar capacity), prospective customers and key suppliers of the
Business (including without limitation the Top 20 Customers, Top 10 Suppliers,
and Manufacturers Representatives, each as defined in Section 6.02(a)), and to
discuss the affairs, finances and accounts of the Business with those partners,
directors, officers or managers (or equivalent officials), senior management and
other employees, sales representatives and independent accountants of such
Seller reasonably requested by Buyer who would reasonably be presumed to have
information which would be relevant for the purposes of conducting the
Investigating Parties’ business, accounting, financial, environmental, legal and
other due diligence review regarding such Seller and the Acquired Assets and
preparing for the consummation of the transactions contemplated hereby, in each
case so long as such access does not unreasonably interfere with the business
and operations of such Seller; and

       

      (iv)           opportunity
to meet with distributors to the Business, for the purposes of conducting the
Investigating Parties’ business, accounting, financial, environmental, legal and
other due diligence review regarding such Seller and the Acquired Assets, for
the consummation of the transactions contemplated hereby and for the purpose of
establishing the terms and conditions, if any, for future business arrangements,
in each case so long as such access does not unreasonably interfere with the
business and operations of such Seller.

      


      Notwithstanding
the foregoing, in no event shall Buyer or any other Investigating Party contact
any customer, prospective customer or supplier of any Seller in connection with
the Business without the prior written consent of such Seller, which consent
shall not be unreasonably withheld, delayed or conditioned.  All
information obtained by the Investigating Parties pursuant to the provisions of
this Section 5.06(b) shall be subject to the provisions of the Confidentiality
Agreement, which shall be deemed to apply as well to each Seller; provided,
however, that in the event the terms and conditions of this Agreement conflict
with those set forth in such Confidentiality Agreement, this Agreement shall
prevail.  Buyer shall not use any information obtained pursuant to
this Section 5.06(b) for any purpose unrelated to the consummation of the
transactions contemplated by this Agreement and, if such transactions are not
consummated, it will treat all information and documents obtained pursuant to
this Section 5.06(b) in the manner provided by the Confidentiality
Agreement.

       

      (c)           Schedules Supplement,
Pre-Closing Adjustments, and Cooperation Generally.

       

      (i)           Updating of Disclosure
Schedule.  From the date of this Agreement through the earlier
to occur of (x) the Closing Date, and (y) the date on which this Agreement is
terminated pursuant to the terms hereof, each Seller agrees that it will
promptly notify Buyer of (A) any and all information, facts, events,
circumstances, issues or other matters that existed as of the date of this
Agreement that should have been set forth or described in the Disclosure
Schedule as of the date of this Agreement, or otherwise imply a breach of a
representation or warranty of a Seller hereunder (the “Class A Schedule
Updates”), and (B) any and all information, facts, events, circumstances,
issues or other matters arising after the date of this Agreement which, if
existing on the date of this Agreement, would have been required to be set forth
or described in the Disclosure Schedule, or otherwise imply a breach of a
representation or warranty of a Seller hereunder (the “Class B Schedule
Updates”), in each case by delivery of appropriate updates to the
Disclosure Schedule setting forth such information, facts, events,
circumstances, issues or other matters on or prior to the Closing
Date.

       

      
        
          
          

        

        
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      (ii)           Effect of Class B Schedule
Updates.  In the event that the Sellers deliver any Class B
Schedule Updates pursuant to Section 5.06(c)(i)(B), then (A) such Class B
Schedule Updates shall be deemed to be attached to the Disclosure Schedule and
become a part of the Disclosure Schedule, (B) all references to the Disclosure
Schedule shall refer to the Disclosure Schedule as updated by the Class B
Schedule Updates, including, without limitation, for purposes of determining
whether or not a Buyer Indemnified Party is entitled to indemnification under
Section 8.02, and the amount of any such indemnification, and (C) such Class B
Schedule Updates shall not be given effect for determining whether the
conditions to Closing set forth in Section 5.04 have been
satisfied.

       

      (iii)           Effect of Class A Schedule
Updates.  In the event that the Sellers deliver any Class A
Schedule Updates pursuant to Section 5.06(c)(i)(A), then (A) such Class A
Schedule Updates shall not be deemed to be attached to the Disclosure Schedule
or become a part of the Disclosure Schedule, (B) all references to the
Disclosure Schedule shall refer to the original Disclosure Schedule, without
reference to such Class A Schedule Updates, and (C) such Class A Schedule
Updates shall not be given effect for determining whether the conditions to
Closing set forth in Section 5.04 have been satisfied.  No Class A
Schedule Update made after execution hereof by a Seller pursuant to this section
shall be deemed to cure any breach of any representation or warranty made
pursuant to this Agreement.

       

      (iv)           Pre-Closing
Adjustments.  In the event of (A) any breach of a
representation or warranty given by any Seller which is discovered (whether by
disclosure by a Seller or by Buyer) prior to Closing, or (B) the delivery by a
Seller of any Class A Schedule Updates pursuant to Section 5.06(c)(i)(A), Buyer
shall be entitled to an adjustment to the Purchase Price in the amount of the
Loss incurred by Buyer on account thereof, including in such Loss the diminution
in the value of the Acquired Assets as a result of such breach. Such adjustment
shall not be reduced by the Basket, nor shall reduce the Basket. In the event
that the parties do not agree on the amount of such adjustment, then the Closing
nevertheless shall be consummated, and the disputed portion of such adjustment
shall be submitted to arbitration pursuant to Section 12.  Any such
adjustment pursuant to clauses (A) or (B) above shall, however, reduce the
available Escrowed Amount on a dollar-for-dollar basis, as of the time when such
adjustments are either agreed to by both parties or are resolved by arbitration
pursuant to Section 12.

       

      (v)           Satisfaction of Conditions
to Closing.  Each party acting in good faith shall cause the
conditions to Buyer’s and each Seller’s respective obligations to consummate the
transactions contemplated by this Agreement to be satisfied to the extent within
its power and control, and shall use its commercial best efforts to satisfy such
conditions to the extent not within its power and control; including, without
limitation, the preparation, execution and delivery of all agreements and
instruments contemplated hereunder to be executed and delivered by such party in
connection with or prior to the Closing.

       

      
        
          
          

        

        
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      5.07.      Transfer of
Inventory.  MTI and MTI Leewood Germany, as applicable, shall,
prior to Closing, cause all work-in-process and finished goods inventory
currently held by MTI Leewood Sweden at its Skogas, Sweden facility to be
transferred to MTI Leewood Germany’s facility in Bremen, Germany to the extent
provided in Section 5.02(m) hereof, and for the reimbursement there
provided.

       

      5.08.      Transfer of Assumed
Contracts.  Each of MTI, MTI Silicones and MTI Leewood Germany,
as necessary, shall cause the transfer of their respective rights, obligations
and benefits under all of the Assumed Contracts to Buyer (and MTI shall cause
MTI Leewood Sweden, if necessary, to do so), effective as of the Closing Date,
subject to the receipt of all required third party consents.

       

      5.09       [*].  If
Buyer does not agree to assume the [*] contracts between MTI Leewood Germany and
[*], pursuant to Section 2.01 (b), then the parties will work in good faith to
reach an agreement prior to close regarding a Purchase Price adjustment that
reflects the change in value of the acquired assets, and if the parties fail to
reach agreement on such adjustment, Buyers shall place into escrow an additional
amount comprising its good faith estimate of the value of such products (and
reduce the purchase price paid at Closing by such escrowed amount), and the
actual value shall be determined as provided in Section 12.01.

      


      SECTION
6

      REPRESENTATIONS, WARRANTIES
AND COVENANTS OF SELLERS

      


      MTI hereby jointly and severally
represents and warrants, and each of MTI Silicones, and MTI Leewood Germany
hereby severally represent and warrant, that the following representations and
warranties are true, accurate and complete as of the date hereof with respect to
such Seller, except as otherwise set forth in the disclosure schedule attached
as Exhibit A
hereto (the “Disclosure
Schedule”).  Without limiting the generality of the foregoing,
the mere listing (or inclusion of a copy) of a document or other item, whether
as an attachment to the Disclosure Schedule or otherwise, shall not be deemed
adequate to disclose an exception to a representation or warranty made
herein.  The Disclosure Schedule shall be arranged in sections
corresponding to the numbered and lettered sections and subsections contained in
this Section 6, and the disclosures in any section or subsection of the
Disclosure Schedule shall qualify other sections and subsections in this Section
6 only to the extent it is readily apparent from a reading of the disclosure
that such disclosure is applicable to such other sections and
subsections.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
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      The only exceptions and limitations to
the representations and warranties being made in this Section 6 are those set
forth in the Disclosure Schedule in the manner described above.  For
the avoidance of doubt, no disclosure made or allegedly made to Buyer or its
representatives in person (whether orally or in writing) or via an actual or
electronic “data room”, business plan, Internet web site or otherwise, shall be
deemed an exception to these representations and warranties. (The parties
acknowledge that the following representations and warranties constitute
decisions as to the relative allocation of risk between the parties, and do not
necessarily correlate to actual knowledge of any factual content by the
representing party.)

       

      6.01. The Seller,
Etc.  Each Seller is duly organized, validly existing and in
good standing under the Laws of its jurisdiction of incorporation set forth on
Schedule
6.01(a) of the Disclosure Schedule, and has the full power and authority
to own, lease, and operate the properties used in the Business and to carry on
the Business as now being conducted; and certified copies of its Certificate of
Incorporation, By-laws, and other governing documents, each as amended and
currently in effect, will be delivered to Buyer at the Closing.  No
Seller holds any equity, partnership, joint venture or other interest in any
Person affecting or otherwise relating to the Business. MTI Leewood Germany has
been wholly owned, directly or indirectly, by MTI for at least five (5) years
prior to the Closing.  Schedule 6.01(a) of
the Disclosure Schedule contains an accurate and complete list of (i) each trade
name or assumed name of each Seller now used or that has been used during the
last five (5) years in connection with the Business, (ii) each jurisdiction
where it is authorized to do conduct the Business, and (iii) each office or
location now maintained or that has been maintained in connection with the
conduct of the Business by such Seller during the last five (5) years. Each
Seller’s minute book and other similar records provided to Buyer contain a true
and complete record of all action taken at all meetings and by all written
consents in lieu of meetings of the Board of Directors, stockholders or other
similar governing entities of such Seller. Each Business Record of the Sellers
is true and accurate in all material respects and, with respect to what it
purports to record, list or describe, is complete in all material
respects.

      


      6.02. Customers, Suppliers,
Distributors and Manufacturers’ Representatives.

      


      (a)           Schedule 6.02(a) of
the Disclosure Schedule lists (i) the top twenty (20) customers, converters or
other value-added resellers (or Persons acting in a similar capacity), original
equipment manufacturers and other similar participants in the sales process of
each of the Richmond Business and the Leewood Business (“Top 20 Customers”),
(ii) the top ten (10) suppliers of goods or services to each of the Richmond
Business and the Leewood Business (“Top 10 Suppliers”),
(iii) all Persons acting as a manufacturer’s representative or distributor to
either or both of the Richmond Business and the Leewood Business (“Manufacturers
Representatives”), in each case measured by dollar volume during the most
recent whole fiscal year.  Other than pursuant to the request of a
Seller, and listed, together with the reason therefor, on Schedule 6.02(a)
of the Disclosure Schedule, no Top 20 Customer, Top 10 Supplier or Manufacturers
Representative has, with respect to either the Richmond Business or the Leewood
Business, as applicable, ceased or materially reduced its purchases from or
sales or provision of services to either the Richmond Business or the Leewood
Business since December 31, 2007 or, to the Knowledge of a Seller, has
threatened to cease or materially reduce such purchases or sales or provision of
services prior to or after the Closing Date.  No Top 10 Supplier has,
with respect to either of the Richmond Business or the Leewood Business,
materially increased its prices or reduced its volume discounts during the last
twelve (12) months or has notified a Seller (or shall so inform the Buyer,
during the meetings with Buyer described in Section 5.06(b)(iv) hereof) of its
intent to do so during the twelve (12) month period following the Closing, other
than as a result of any additional terms or conditions imposed by Buyer. Each
Seller’s current level of accepted and unfilled purchase orders for the sale of
any Products is not in excess of its customary level of accepted and unfulfilled
purchase orders based on its historical practices.  Schedule 6.02(a) of
the Disclosure Schedule lists the Top 20 Customers, Top 10 Suppliers and
Manufacturers Representatives by name and address and sets forth the date and
Products, by type, amount and dollar value, purchased or sold by them since
January 1, 2004 (or, if later, the date of acquisition by MTI of the business
pertaining thereto).

      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      (b)           Schedule 6.02(b) of
the Disclosure Schedule, to be furnished by Sellers as an update to the
Disclosure Schedule prior to Closing, lists every Active Sales Management Report
issued during 2009 (redacted to exclude leads related exclusively to the
Retained Businesses).

      


      (c)           Except
as provided in Schedule 6.02(c) of
the Disclosure Schedule, no single customer, supplier, distributor, converter or
other value-added reseller, original equipment manufacturer or manufacturer’s
representative is of material importance to the Business as conducted by a
Seller.  Solely for the purposes of the preceding sentence, “material”
means greater than five percent (5%) by dollar volume of the aggregate dollar
volume of all customers, suppliers, distributors, converters or other
value-added resellers, original equipment manufacturers or manufacturer’s
representatives, as the case may be.

      


      (d)           Schedule 6.02(d)
lists each Contract pursuant to which a Seller has agreed to supply Products to
a customer at specified prices, whether directly or through a specific
distributor, converter or other value-added reseller (or other Persons acting in
a similar capacity), original equipment manufacturer, manufacturer’s
representative or dealer. Each Seller has delivered to Buyer true and correct
copies of all such Contracts that relate to the Business, together with all
amendments, waivers or other changes thereto.  All of such Contracts
are in full force and effect and, to a Seller’s Knowledge, constitute legal,
valid and binding obligations of the respective parties thereto; there currently
are not any defaults thereunder by a Seller or, to such Seller’s Knowledge, any
other party; and to a Seller’s Knowledge, no event has occurred which
constitutes, or which with notice, lapse of time or both would constitute a
default thereunder.  The validity, continuation and effectiveness of
all such Contracts (except for any which Buyer included as an Excluded Asset)
under the current terms thereof will not be materially adversely affected by the
transactions contemplated by this Agreement.

      


      
        
          
          

        

        
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      6.03.  Authority and
Qualification.  Each Seller has full power and authority, and
the legal capacity, to execute and deliver this Agreement and the Operative
Documents which it is required to execute and/or deliver, and to perform its
obligations hereunder and thereunder, all of which have been duly authorized by
all proper and necessary action; and has duly executed and delivered this
Agreement and such Operative Documents, and this Agreement and such Operative
Documents constitute legal, valid and binding obligations of such Seller,
enforceable in accordance with its and their respective terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, or (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.

      


      Each
Seller is duly qualified, licensed or admitted to do business and is in good
standing in each jurisdiction in which the ownership, use or leasing of its
assets (including, without limitation, the Acquired Assets) and other
properties, or the conduct or nature of the Business, makes such qualification,
licensing or admission necessary, except for such failures to be so qualified,
licensed or admitted and in good standing which, individually or in the
aggregate, (i) are not having and could not reasonably be expected to have a
Material Adverse Effect, and (ii) could not reasonably be expected to have a
material adverse effect on the validity or enforceability of this Agreement or
any of the Operative Documents or on the ability of a Seller to perform its
obligations hereunder or thereunder.

      


      Schedule 6.03 of the
Disclosure Schedule lists each business license and permit held by a Seller that
is material to the conduct of the Business by such Seller (collectively, the
“Permits”), are
true and complete copies of which have been delivered to Buyer.  Each
Permit is valid, binding and in full force and effect, and no Seller has
received any notice that it is in default (or with the giving of notice or lapse
of time or both, would be in default) under any applicable Permit or that any
such Permit is subject to being revoked.

      


      6.04.  Compliance.  Neither
the execution and delivery of this Agreement and the Operative Documents, nor
the consummation of the transactions contemplated hereby or thereby, assuming
that a Seller obtains any consents, approvals and actions, makes any filings and
gives any notices as are described in Schedule 6.11 of the
Disclosure Schedule, will conflict with or result in a breach under (i) such
Seller’s Certificate of Incorporation, Bylaws or other organizational documents,
(ii) except as described on Schedule 6.11 of
the Disclosure Schedule, the terms, conditions or provisions of any material
Contract to which a Seller is a party and that relates to the Business or by
which such Seller or any of the Acquired Assets are bound, or will give rise to
a right of termination to any party thereto, (iii) any order, injunction or
decree of any court or Governmental or Regulatory Authority, or (iv) any
applicable Law to which a Seller is bound.

      


      
        
          
          

        

        
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      6.05.  Equipment, Inventory and
other Corporate Assets.  Except as set forth on Schedule 6.05 of the
Disclosure Schedule, the Acquired Assets comprise all of the assets (including
all Licenses and agreements) that are  used in the operation of and
necessary to permit the Buyer to operate the Business.  Each Seller
has delivered to Buyer true and correct lists of all Acquired Assets in
electronic, searchable format.  Except as set forth on Schedule 6.05,
all of the Fixed Assets and inventory of each Seller used in the Business are,
as of the date of this Agreement, in good operating condition and repair
(ordinary wear and tear excepted), are performing satisfactorily, and are
available for immediate use as and to the extent currently used in the conduct
of the Business.  Sellers have provided Buyer with a true and complete
list of inventory of each Seller located at any distributor, converter or other
value-added reseller (or any Person acting in a similar capacity) and/or
original equipment manufacturer to the Richmond Business and the Leewood
Business. Attached as Schedule 2.01(a) is a
list of each Seller’s Fixed Assets used in the Business, all of which are
included in the Acquired Assets. No officer, director, stockholder, partner or
employee of any Seller or, to a Seller’s Knowledge, any other Person, owns or
has possession of any of the Acquired Assets.

      


      The
information systems (including all computer hardware and software) and
technology (including but not limited to, information technology, embedded
systems, or any other electro-mechanical or processor-based system) owned,
licensed or otherwise used by each Seller in the Business are suitable and
adequate for the purposes for which they are being used by such Seller
consistent with common business practices applicable to the
Business.

      


      6.06.  Debts, Obligations and
Liabilities.  Aside from (i) trade payables incurred prior to
the date of the Financial Statements and reflected thereon, (ii) trade payables
incurred subsequent thereto in the ordinary course of the Business as conducted
by a Seller, (iii) normal employee compensation and benefit obligations incurred
during the regular pay period in which the Closing Date occurs, (iv) the
obligations of a Seller pursuant to any Lease obligation disclosed on Schedule 6.12 of the Disclosure
Schedule, (v) any Assumed Contract disclosed on Schedule 6.19 of the
Disclosure Schedule and not listed as an Excluded Liability in Section 4.03 hereto, and (vi) the
Indebtedness and Liabilities disclosed on Schedule 6.06 of the
Disclosure Schedules (which shall be satisfied on or prior to the Closing Date),
no Seller, as of the date hereof, is subject to any Indebtedness, obligation,
commitment or Liability to any Person in connection with the Business. Without
limiting the generality of the foregoing, all debts owing from any Seller to [*]
with respect to any Claims asserted in the past by [*] will have been completely
repaid as of the Closing.

      


      6.07.  Ownership of Assets; Absence
of Liens; Personal Property Leases.   Each Seller is in
possession of and has good and marketable title to, or has valid leasehold
interests in, or valid rights under contract to use, all of the Acquired Assets
owned and used by it in connection with the Business, subject to no Liens,
except for Liens shown and stated on Schedule 6.07 of the
Disclosure Schedule and Permitted Exceptions.  Schedule 6.07 of the
Disclosure Schedule accurately sets forth and states the name and address of
each Person who holds any Lien on any of the Acquired Assets, a description of
the particular Acquired Asset on which such Lien is held, and the current
balance of the debt owed to such Person which is secured by such
Lien.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                32

                
                  

                

              

              
                
                

              

            

          

        

      

      Set forth
on Schedule
6.07 of the Disclosure Schedule is a true and correct list of all leases
on Acquired Assets (other than real property) to which a Seller is a party and
all of the accrued and unpaid obligations or other obligations of such Seller on
or with respect to such leases as of the date hereof.  Each Seller has
delivered to Buyer true and correct copies of all such leases.  All of
such leases are in full force and effect and, to a Seller’s Knowledge,
constitute legal, valid and binding obligations of the respective parties
thereto; there currently are not any defaults thereunder by a Seller or, to such
Seller’s Knowledge, any other party; and to a Seller’s Knowledge, no event has
occurred which constitutes, or which with notice, lapse of time or both would
constitute a default thereunder.  The validity, continuation and
effectiveness of all such leases (except for any which Buyer included as an
Excluded Asset) under the current terms thereof will not be materially adversely
affected by the transactions contemplated by this Agreement.

      


      6.08.  No
Default.   No Seller is in default under any Law or
regulation or under any order of any Governmental or Regulatory Authority having
jurisdiction over such Seller in connection with the Business or the Acquired
Assets, and there are no material claims, actions, suits or proceedings pending
or, to a Seller’s Knowledge, threatened against or affecting any Seller in
connection with the Business or any of the Acquired Assets, at law or in equity,
or before or by any Governmental or Regulatory Authority having jurisdiction
over a Seller that relates to the Business or any of the Acquired Assets and no
notice of any Claim, action, suit or proceeding, whether pending or threatened,
has been received by a Seller in connection with the Business or with respect to
the Acquired Assets, except as otherwise specifically disclosed on Schedule 6.08 of the
Disclosure Schedule.  Except as set forth on Schedule 6.08 of the
Disclosure Schedule, each Seller has conducted and is conducting the Business
and has maintained and is maintaining the Acquired Assets and the Leased
Premises in compliance in all material respects with the requirements,
standards, criteria and conditions set forth in applicable federal, state and
local statutes, ordinances, permits, Licenses, orders, approvals, variances,
rules and regulations and is not in violation of any of the foregoing which
would, individually or in the aggregate, have a Material Adverse Effect on the
Business.

      


      6.09.  Restrictions on Business
Activities.  Except as set forth in Schedule 6.09 of the
Disclosure Schedule, and in
confidentiality agreements and non-disclosure agreements entered into in the
ordinary course of the Business as conducted by a Seller consistent with past
practices, (i) there is no agreement (non-compete or otherwise), judgment,
injunction, order or decree to which a Seller or any Affiliate thereof are a
party or otherwise binding upon a Seller or any such Affiliate which has had or
could be reasonably expected to have, with or without due notice or lapse of
time or both, the effect of prohibiting or limiting the conduct of the Business
by a Seller in any market or location, and (ii) except as set forth on Schedule 6.09 of the
Disclosure Schedule, neither any Seller nor any Affiliate thereof has entered
into any agreement under which such Seller is restricted from selling or
otherwise distributing any of the Products to any class of customers, in any
geographic area, during any period of time or in any segment of the market in
the conduct of the Business.

      


      
        
          
          

        

        
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      6.10.  Taxes and Audits.
Except as disclosed in Schedule 6.10 of the
Disclosure Schedule, (i) each Seller has duly and timely filed (taking into
account any extension of time within which to file) all material Tax Returns
required to be filed by it in connection with the Business and all such filed
Tax Returns are true, complete and accurate in all material respects; (ii) each
Seller has paid all Taxes required to be paid by it in connection with the
Business, including Taxes that such Seller is obligated to withhold from amounts
owing to any employee, creditor or other Third Party; (iii) there are no pending
or, to the Knowledge of a Seller, threatened audits, examinations,
investigations or other proceedings in respect to Taxes or Tax Matters relating
to a Seller in its conduct of the Business or otherwise affecting the Acquired
Assets; (iv) there are no deficiencies or claims for any Taxes with respect to
the Business, the Acquired Assets described herein or with respect to either of
MTI Silicones or MTI Leewood Germany that have been proposed, asserted or
assessed against a Seller; (v) there are no material Liens for Taxes against
either of MTI Silicones or MTI Leewood Germany or upon the Acquired Assets,
other than Liens for current Taxes not yet due and payable; (vi) no waiver or
extension of the statute of limitations on, and no agreement for any extension
of time with respect to, the assessment of any Taxes of, or relating to, a
Seller in connection with the Business has been granted and is currently in
effect; (vii) all Taxes required to be withheld, collected or deposited by or
with respect to a Seller’s conduct of the Business have been timely withheld,
collected or deposited, as the case may be, and, to the extent required, have
been paid to the relevant taxing authority as of the date hereof; (viii) there
is no request for information currently outstanding with respect to Taxes
relating to either of MTI Silicones or MTI Leewood Germany or to the Business or
the Acquired Assets; (ix) each Seller, in connection with its conduct of the
Business, has disclosed on its Tax Returns all positions taken which could give
rise to a “substantial understatement” within the meaning of Section 6662 of the
Code or any equivalent applicable Law; (x) to a Seller’s Knowledge, there is no
proposed adjustment, assessment or deficiency against either of MTI Silicones or
MTI Leewood Germany or proposed reassessment of any property or property Tax
imposed on an Acquired Asset owned by such Seller or other proposals that could
increase the amount of any Tax to which such Seller would be subject (other
than, for the sake of clarity, any reassessment which may result from the
consummation of the transactions contemplated in this Agreement); and (xi) none
of MTI Silicones or MTI Leewood Germany has been a party to any distribution
within the three (3) years prior to the Closing that the parties to which
treated as satisfying the requirements of Section 355 of the Code (or foreign
equivalent).  Schedule 6.10 of the
Disclosure Schedule also sets forth the U.S. taxpayer identification (or foreign
equivalent) number of each Seller.

      


      6.11.  Approval of Third
Parties.  Except for such consents or approvals which have been
or will be obtained and such notices as have been or will be given as listed on
Schedule 6.11
of the Disclosure Schedule, no consent, approval or action of, filing with or
notice to any Governmental or Regulatory Authority on the part of a Seller, or
the consent or approval of any other Person, is required in connection with the
execution, delivery and performance of this Agreement or any of the Operative
Documents to which any Seller is a party or the consummation of transactions
contemplated hereby or thereby.  The copy of the Trust Agreement and
the Compensation Agreement, in the form delivered to Sellers and appended to
Schedule 6.11
of the Disclosure Schedule, represent true and complete copies of such documents
(together with all amendments, modifications and/or supplements thereto), as
each are amended and/or restated and in effect immediately prior to the Closing
Date.  The provisions of this Section 6.11 are subject to the
provisions of Section 10.07 herein.

      


      
        
          
          

        

        
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      6.12.  Real
Property.  Schedule 6.12 of the
Disclosure Schedule contains a complete and accurate legal description of the
premises leased by each Seller and used in the Business (the “Leased Premises”),
which constitutes a complete list of the real property leased or occupied by
each Seller and used in the Business, and a true and complete copy of each lease
(and all amendments, modifications or extensions) with respect to the Leased
Premises (each, a “Lease”) has been
provided to Buyer.  No Seller has or has had any owned real property
that is or was used in the Business, and the only interests in real property any
Seller has which is used in the Business are those leasehold interests created
by a Lease.  Each Seller has good and valid leasehold interests in its
respective Leased Premises, in each case, free and clear of all Liens, except
for Permitted Exceptions and Liens set forth on Schedule 6.12.  No
Seller has assigned, sublet, transferred, hypothecated or otherwise disposed of
its interest in any Lease and no penalties are accrued against and unpaid by any
Seller under any Lease.  No Seller is in default under a Lease, nor
has any event occurred which constitutes, or which with notice, lapse of time or
both could constitute a default thereunder. There are no disputes outstanding,
nor oral agreements or forbearance programs in effect, with respect to any Lease
or Leased Premises.  Each Seller has paid all rent due and owing
through the date of this Agreement under an applicable Lease. All consents and
approvals necessary in order for Buyer to assume such Leases have been obtained
or will be obtained by each Seller at or before the Closing Date.

      


      There is
(a) no Claim, action or proceeding, actual or to a Seller’s Knowledge
threatened, against any Seller or any Leased Premises by any Person which would
materially affect the future use, occupancy or value of such property or any
part thereof, and (b) to a Seller’s Knowledge, there are no condemnation or
appropriation proceedings pending or threatened against any Leased Premises or
improvements thereon. All of the buildings, fixtures and improvements used by
each Seller in the Business are located on the applicable Leased Premises. All
Leased Premises are supplied with utilities and other services necessary for the
operation of the Business as currently conducted thereon by the applicable
Seller.

      


      6.13.  Employees.  Schedule 6.13 of the
Disclosure Schedule contains a complete and accurate list of all employees
(including but not limited to leased employees, if any) and their current titles
in the Business, officers and consultants of each Seller retained in connection
with the Business and the current annual base salary, potential bonuses and
other compensation  paid to such Persons.  Within fourteen
(14) days after the Closing, Sellers shall provide Buyer with a true, accurate
and complete chart or other document describing, for the MTI Silicones
employees, each such Person’s function in terms of the equipment currently used
in the Business which he/she is qualified to operate. Except as specifically
identified and disclosed in Schedule 6.13 of the
Disclosure Schedule, all of the U.S. employees used in the Business are
“at-will” employees (meaning that they can be terminated with no more than 30
days’ notice, without penalty) and no employment contract exists with any such
employee. Schedule
6.13 also accurately states and represents the current unemployment
insurance tax rate, or foreign equivalent, paid by each Seller to its
employees.  Each Seller has complied in all material respects with,
and is not in violation of, any Laws, rules or regulations respecting employment
or employment practices, including, without limitation, those dealing with
employment discrimination and occupational health and safety laws (including,
without limitation, OSHA and any foreign equivalent), United States and foreign
federal and state income tax laws and United States or foreign unemployment and
social security withholding laws.

      


      
        
          
          

        

        
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      Except as
described on Schedule 6.22,
there are no material controversies or pending claims for
compensation, reimbursement or Losses between a Seller, on the one hand,
and any current or former employee or consultant of such Seller listed on Schedule 6.13, on the
other hand. No employee of a Seller listed on Schedule 6.13 is
presently a member of a collective bargaining unit or party to a collective
bargaining agreement or similar labor Contract relating to such employee’s
employment with such Seller and to such Seller’s Knowledge there are no
threatened or contemplated attempts to organize for collective bargaining
purposes any of the employees of MTI Silicones or MTI Leewood Germany. No unfair
labor practice complaint, sex or age discrimination Claim nor any other type of
employment Claim of any kind is pending against any Seller before the National
Labor Relations Board or any other Governmental or Regulatory
Authority.  In the past five (5) years, there has been no work
stoppage, strike or other concerted action by employees of MTI Silicones or MTI
Leewood Germany.

      


      To a
Seller’s Knowledge, (a) no employee of a Seller listed on Schedule 6.13
recently has expressed in writing (including via e-mail or other electronic
means) any intention to leave the employ of such Seller in the next twelve (12)
months; and (b) the execution and implementation of this Agreement will not
legally cause such an employee to acquire the right to renegotiate a
compensation package, nor any other contractual right or benefit not expressly
provided for herein, except as otherwise expressly provided in the
“Supplementary Opinion on Employment Law Aspects” annexed hereto in Schedule
6.13.

      


      Other than
set forth on Schedule
6.13, all salaries, bonuses and other compensation have been paid by each
Seller to its respective employees listed thereon on a timely basis consistent
with past practice, without acceleration or deceleration and no Liability exists
as of the date hereof for any such salaries, bonuses or other compensation
(except for such salaries and related compensation accrued for the most recent
and current pay period).

      


      
        
          
          

        

        
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      6.14.  Employee
Benefits.  Schedule 6.14 of the
Disclosure Schedule sets forth a complete and accurate list of all Benefit Plans
and other Plans, if any, maintained and provided by each Seller for the benefit
of any of its employees retained in connection with the
Business.  Schedule 6.14 also
specifies which employees are covered by which Plans. No Seller maintains or
contributes to (nor has ever maintained or contributed to) any Plan in
connection with the Business which is subject to Part 3 of Title 1 of ERISA,
Section 412 of the Code or Title IV of ERISA or any equivalent applicable Law,
except as otherwise disclosed on Schedule 6.14.  The terms of all
Benefit Plans and other Plans listed on Schedule 6.14 and the
administration and operation thereof comply, and have at all times complied in
all material respects with their terms and with ERISA, the Code and such other
statutes, laws, ordinances, codes, rules and regulations as are
applicable.  The Seller has made all contributions which it was
required to make for each Benefit Plan and other Plan listed on Schedule 6.14 under
the terms thereof and applicable Law, and all benefit payments due and payable
to participants under each such Benefit Plan and other Plan will have been made
as of the Closing Date, and all benefits accrued under any unfunded Benefit Plan
or other Plan will have been paid, accrued or otherwise adequately reserved as
of such date and each Seller has performed all material obligations required to
be performed as of the  Closing Date under all such Benefit Plans or
other Plans.  Each Benefit Plan and other Plan listed on Schedule 6.14 that is
intended to qualify under Section 401(a) of the Code or any equivalent
applicable Law, and each trust which forms a part of any such Benefit Plan and
other Plan has received a favorable determination letter from the U.S. Internal
Revenue Service (and any applicable state or foreign taxing authority), and no
suit, actions or other litigation (excluding claims for benefits incurred in the
ordinary course of Plan activities) has been brought against or with respect to
any such Benefit Plan or other Plan.  True, complete and accurate
copies of the documents setting forth the terms of each Benefit Plan and other
Plan listed in Schedule 6.14 of the
Disclosure Schedule and all related contracts and other agreements thereto have
been delivered to Buyer.  Each Benefit Plan or Plan that provides for
deferred compensation (other than Plans that are intended to comply with Section
401(a) of the Code) was reviewed and amended to comply with Section 409A of the
Code before 2009.

      


      6.15.  Accounts Receivable.
Schedule 6.15
of the Disclosure Schedule contains a complete and accurate list of Accounts
Receivable, with aging, indicating name of counter-party and amount owed per
invoice date, as of February 25, 2009 (for MTI Leewood Germany) and as of
February 28, 2009 (for MTI Silicones), and as of the Closing Date.

      


      6.16.  Financial Statements;
Securities Filings.

       

      (a)          The,
reports, statements, schedules, prospectuses, and other documents required to be
filed by MTI with the applicable securities regulatory authority in each of the
Provinces of Ontario and Alberta (collectively, the “Canadian
Authorities”) in accordance with the applicable securities legislation of
each such provincial regulatory authority and the respective rules, regulations
and written and published policies thereunder for the past five (5)
years, (collectively, as amended and/or supplemented to date, the “Securities Filings”)
to the extent they relate to the Business, did not at the time they were filed
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  A true and complete copy of all Securities Filings is
available for review by Buyer at www.sedar.com.

       

      
        
          
          

        

        
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      (b)          The
financial statements, balance sheets and income statements (including, in each
case, any related notes thereto) relating to the Business as an independent
segment for the fiscal year ended December 31, 2007 and the nine months ended
September 30, 2008, as well as statements of profit and loss for the Richmond
Business and the Leewood Business as of December 31, 2008, are included on Schedule 6.16 of the
Disclosure Schedule (collectively, the “Divisional Financial
Statements”) , (i) have been prepared in all material respects in
accordance with GAAP applied on a consistent basis throughout the periods
involved (except (A) to the extent disclosed therein or required by changes in
GAAP, (B) as may be indicated in the notes thereto, and (C) inter-company
balances, transactions and management fees charged for accounting and
information technology systems which are eliminated upon consolidation), and
(ii) fairly present in all material respects the financial position of the
Business as an independent segment as of the respective dates thereof and the
consolidated results of operations and cash flows of the Business for the
periods indicated (subject, in the case of unaudited consolidated financial
statements for interim periods, to adjustments necessary to present fairly such
results of operations and cash flows).

       

      (c)          The
financial statements contained in the Securities Filings, to the extent that
such financial statements (including, in each case, any related notes thereto),
relate to the Business (collectively, the “Consolidated Financial
Statements” and, together with the Divisional Financial Statements, the
“Financial
Statements”), (i) have been prepared in all material respects in
accordance with the published rules and regulations of the Canadian Authorities
and GAAP applied on a consistent basis throughout the periods involved (except
(A) to the extent disclosed therein or required by changes in GAAP, (B) with
respect to Securities Filings filed prior to the date of this Agreement, as may
be indicated in the notes thereto, and (C) in the case of the unaudited
financial statements, as permitted by the rules and regulations of the Canadian
Authorities) and (ii) fairly present in all material respects the consolidated
financial position of MTI and its subsidiaries as of the respective dates
thereof and the consolidated results of operations and cash flows of MTI for the
periods indicated (subject, in the case of unaudited consolidated financial
statements for interim periods, to adjustments necessary to present fairly such
results of operations and cash flows), except that any pro forma financial
statements contained in such consolidated financial statements are not
necessarily indicative of the consolidated financial position of MTI and its
subsidiaries as of the respective dates thereof and the consolidated results of
operations and cash flows for the periods indicated.

       

      (d)          Except
as disclosed in the Securities Filings, MTI maintains a system of internal
accounting controls with respect to the Business sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management's general or specific authorization, and (iv)
the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

      


      
        
          
          

        

        
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      6.17.  Operations in the Ordinary
Course.  Except as disclosed in Schedule 6.17 of the
Disclosure Schedule, since the date of the most recent Financial Statements,
there have not been:

      


       (a)  Any
material amendment, waiver or consent with respect to any Assumed Contract,
license or Intellectual Property;

      


       (b)  Any
physical damage, destruction or other casualty Loss, whether or not covered by
insurance, affecting any of the Acquired Assets or the Leased
Premises;

      


       (c)  Any
write-off or write down of any individual Acquired Asset in an amount exceeding
US$10,000 or of the Acquired Assets in an aggregate amount exceeding
US$50,000;

      


       (d)  Any
purchase or disposition of any Acquired Assets made, or agreed to be made, other
than acquisitions or dispositions of property in the ordinary course of the
Business as conducted by such Seller and consistent with past practice and the
terms of this Agreement and the Operative Documents;

      


       (e)  Any
material change in the accounting methods or procedures of a Seller relating to
the Business, or any material change in the reserves or the percentage or method
of calculating the reserves applicable to a Seller in connection with the
Business, as contained in the Financial Statements;

      


       (f)  Any change
in policy or any other type of change regarding increases in compensation
payable to or to become payable to any Seller’s managers, directors officers,
employees or agents retained in connection with the Business, other than in the
ordinary course of the Business consistent with past practice;

      


       (g)  Any Claim,
litigation, arbitration, administrative proceeding, or other event or condition
of any character including, without limitation, any change in the Acquired
Assets, the Business or its prospects, that had or could have, individually or
in the aggregate, a Material Adverse Effect;

      


       (h)  Any Lien
made or agreed to be made on any Acquired Assets, except Permitted
Exceptions;

      


       (i)  Any
borrowings or agreements to borrow by or from any Seller, or any other
Liabilities of a material nature (whether absolute, accrued, contingent or
otherwise and whether due or to become due) except in the ordinary course of the
Business as conducted by such Seller and consistent with past practice, nor,
without limiting the generality of the foregoing, guaranteed, endorsed or
assumed responsibility for any debts or obligations of any Person;

      


      
        
          
          

        

        
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       (j)  Any
transaction by any Seller outside the ordinary course of the
Business;

      


       (k)   
 Any single
capital expenditure by any Seller made with respect to the Business in excess of
US$10,000, except as otherwise in the ordinary course of the Business as
conducted by such Seller; and

      


       (l)  Any
agreement by any Seller to do any of the items described in subparagraphs (a)
through (k), above.

       

      Except for
transactions contemplated by this Agreement and the Operative Documents, since
the date of the Financial Statements, other than set forth in Schedule 6.17 of the
Disclosure Schedule, each Seller has conducted the Business only in the ordinary
course of the Business as conducted by such Seller, consistent with past
practice.  Without limiting the generality of the foregoing, since the
date of the Financial Statements, each Seller has (i) preserved intact the
business organization of such Seller with respect to the Business, (ii)
maintained the Acquired Assets and Leased Premises of such Seller (including
without limitation its equipment, whether owned or leased) in good working order
and condition, (iii) preserved from lapse, violation or infringement all of its
Intellectual Property used in the Business, (iv) maintained the goodwill of
customers, suppliers, lenders and other Persons that relate to the Business with
whom such Seller has significant business relationships with respect to such
Seller’s conduct of the Business, and (v) continued all such Seller’s general
sales, marketing and promotional activities relating to the Business, and (vi)
paid all trade payables and other debts and expenses of such Seller in its
conduct of the Business generally as they have become due.

      


      6.18.  Insurance.  Schedule 6.18 of the
Disclosure Schedule sets forth a complete and accurate list and description of
all insurance policies maintained by each Seller in its conduct of the Business
or which otherwise provide coverage for the Business or the Acquired Assets,
including the type of insurance, the name and address and phone number of the
insurance company and the agent who sold the policy to such Seller, the amount
of coverage, the annual premium rates, the date when the next premium payment is
due, and the date of expiration.  Each Seller has provided to Buyer
copies of all current insurance policies.  With respect to each such
insurance policy:  (a) the policy is legal, valid, binding,
enforceable, and in full force and effect; (b) the policy will continue to
be legal, valid, binding, enforceable, and in full force and effect on identical
terms following the consummation of the transactions contemplated hereby;
(c) neither a Seller nor, to such Seller’s Knowledge, any other party to
the policy is in breach or default (including with respect to the payment of
premiums or the giving of notices), and no event has occurred which, with notice
or the lapse of time, would constitute such a breach or default, or permit
termination, modification, or acceleration, under the policy; (d) to a
Seller’s Knowledge, no other party to the policy has repudiated any provision
thereof; (e) no historical limits have been eroded or significantly impaired;
and (f) no material claims are pending as to which coverage has been denied
or disputed.  Each Seller has been covered at all times since its
respective dates of incorporation by insurance (including self-insurance
arrangements) in scope and amount customary and reasonable for the Business as
conducted by such Seller during such period and, except as set forth in Schedule 6.18 of the
Disclosure Schedule, no Seller has been refused coverage or failed to acquire
coverage with respect to its conduct of the Business or any Acquired Asset for
which it had previously applied.  Schedule 6.18 of the
Disclosure Schedule also describes any self-insurance arrangements affecting any
Seller in its conduct of the Business.  If any insurance policy
described above is a “claims made” policy, then the Sellers shall either
purchase a “tail” policy therefor, or else shall retain such policy in force for
twenty-four (24) months following the Closing.

      


      
        
          
          

        

        
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      6.19.  Contracts.  All material Contracts,
the parties thereto and the dates and descriptions thereof are listed on Schedule 6.19 of the
Disclosure Schedule, and each Seller has made available for review by Buyer a
true and complete copy of each Assumed Contract to which such Seller is a party,
and such copies (and descriptions thereof in the Disclosure Schedule) are true,
complete and accurate and include all amendments, supplements, modifications or
waivers or other changes thereto. Schedule 6.19 of the
Disclosure Schedule also contains a true, accurate and complete list of which of
the material Contracts are Assumed Contracts. Except as set forth on Schedule 6.19 of the
Disclosure Schedule, (a) all Assumed Contracts, (b) all other Contracts of a
Seller granting such Seller the right to the Acquired Assets, and (c) all other
Contracts of a Seller material to the Business as it is currently operated by
such Seller are, as of the date hereof, valid, binding and in full force and
effect upon each such Seller and, to each such Seller’s Knowledge, the other
parties thereto, in accordance with their terms and conditions and have been
entered into in the ordinary course of the Business as conducted by each
Seller.  There is no existing material default, event of default or
other event with respect to any Assumed Contract to which any Seller is a party
or by which any Seller or its properties used in the Business is bound which,
with or without due notice, the passage of time or both, would constitute a
material default or event of default on the part of such
Seller.  There will not be, as of the Closing Date, any circumstances
which will result in any customer having the legal right to a credit or offset
against charges otherwise due after the Closing Date under any Assumed
Contract.

      


      [*]

      


      6.20.  Intellectual Property
Rights.

       

      (a)          Schedule 6.20(a) of the
Disclosure Schedule sets forth (i) a complete list of all Seller Registered
Intellectual Property and specifies the jurisdiction(s) in which such Seller
Registered Intellectual Property has been issued or registered or in which an
application for such issuance or registration has been filed, including the
respective registration or application numbers and the names of all relevant
owners, and (ii) a list of all Products currently marketed by each Seller, with
an indication as to which copyrights, if any, in and to such Products have been
registered (and, if so, in whose name they have been registered) with the United
States Copyright Office or any foreign copyright offices.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED


          

        

      

      
        
          
          

        

        
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      (b)          Schedule 6.20(b) of the
Disclosure Schedule sets forth a complete list of all licenses, sublicenses and
other agreements to which a Seller is a party pursuant to which a Seller or any
other Person is now authorized to use any Seller Intellectual Property, and
includes the date thereof and identity of all parties thereto.

       

      (c)          Schedule
6.20(c) of the
Disclosure Schedule sets forth any agreement pursuant to which a Third Party
is
licensing any Seller Intellectual Property or has
assigned any Intellectual Property to a Seller (except
for agreements with respect to Commercial Software Rights) and includes
the date thereof and identity of all parties thereto.

       

      (d)          The
execution and delivery of this Agreement by each Seller, and the consummation of
the transactions contemplated hereby on the Closing Date, will not cause any
Seller to be in violation or default in any material respect under any license,
sublicense or agreement listed on Schedule 6.20(b)
or Schedule 6.20(c) of the
Disclosure Schedule, nor entitle any other party to any such license, sublicense
or agreement to terminate or modify such license, sublicense or
agreement.

       

      (e)          Unless
otherwise indicated in Schedule 6.20(a),
Schedule
6.20(b) or Schedule 6.20(c) of
the Disclosure Schedule, each item of Seller Registered Intellectual Property is
valid and subsisting.  All necessary registration, maintenance and
renewal fees currently due in connection with such Seller Registered
Intellectual Property have been paid and all necessary or material documents,
recordations and certificates in connection with such Seller Registered
Intellectual Property have been filed with the relevant patent, copyright,
trademark or other authorities in the United States or foreign jurisdictions, as
the case may be, for the purposes of maintaining such Seller Registered
Intellectual Property.

       

      (f)          Each
Seller is, or as of the Closing Date will be, the sole and exclusive owner or
licensee of, with all right, title, and interest in and to each item of Seller
Intellectual Property attributable to such Seller, free and clear of any Lien or
encumbrance, except Permitted Exceptions, and has or will have as of the Closing
Date sole and exclusive rights (and is not or shall not be contractually
obligated to pay any compensation other than licensing fees and royalties set
forth in the applicable license to any Third Party in respect thereof) to the
use thereof or the material covered thereby in connection with the Products and
the Business in respect of which such Seller Intellectual Property is being
used.  Except as set forth on Schedule 6.20(g) of
the Disclosure Schedule, no Seller Intellectual Property is subject to any
restrictions with respect to its use, modification or distribution.

       

      (g)          To
the extent that any Seller Intellectual Property used in the operation of the
Business or necessary to permit the Buyer to operate the Business has been
developed or created for a Seller by any employee, independent contractor or
other Third Party (each, an “Other Party”), except
as provided on Schedule 6.20(g)
of the Disclosure Schedule,  each Seller either (i) has obtained
ownership of, and is the exclusive owner of, or (ii) has obtained a license
(sufficient for the conduct of the Business) to all such Other Party’s
intellectual property in such Seller Intellectual Property, either by operation
of Law or by valid assignment.  Each Seller has delivered to Buyer all
written agreements assigning Seller Intellectual Property developed or created
by any Other Party not otherwise in a “work for hire” relationship with such
Seller.

       

      
        
          
          

        

        
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      (h)          No
Seller has transferred ownership of, or granted any exclusive license with
respect to, any of its Intellectual Property to any Third Party. All Seller
Intellectual Property can be transferred to Buyer in accordance with this
Agreement, and all consents and approvals necessary therefor have been obtained
or shall be obtained by Closing.

       

      (i)           All
Assumed Contracts relating to Seller Intellectual Property as used in the
Business or relating to the Acquired Assets are in full force and
effect.  Each Seller is in material compliance with, and has not
breached any material term of, such Assumed Contracts and, to the Knowledge of
each Seller, all other parties to such Assumed Contracts are in compliance with,
and have not breached any material term of, such Assumed
Contracts.  Following the Closing Date, Buyer will have the right to
exercise all of a Seller’s rights under such Assumed Contracts to the same
extent that such Seller would have been able to had the transactions
contemplated by this Agreement not occurred and without the payment of any
additional amounts or consideration other than ongoing fees, royalties or
payments which such Seller would otherwise be required to pay.

       

      (j)           No
Seller has been sued or charged as a defendant in any Claim, suit, action, or
proceeding which involves a Claim of infringement of any intellectual property
of any Third Party and which has not been finally terminated prior to the date
hereof, nor does any Seller have Knowledge of any such charge or Claim or any
infringement Liability with respect to, or infringement or violation by, such
Seller of any intellectual property of any Third Party with respect to the
Products.  No Claim with respect to infringement of any Seller
Intellectual Property based upon its use in the Business, or any Claim with
respect to the ownership, validity or effectiveness of any Seller Intellectual
Property has been asserted and remain outstanding or, to the Knowledge of any
Seller, has been threatened by a Third Party.  To each Seller’s
Knowledge, there is no unauthorized use, infringement or misappropriation of any
Seller Intellectual Property by any Third Party, including any employee or
former employee of such Seller.

       

      (k)          Each
Seller has taken reasonable steps to protect Seller’s rights in Seller’s
confidential information, trade secrets and other confidential information to
the Business that it wishes to protect or any trade secrets or confidential
information of third parties provided to such Seller.

       

      
        
          
          

        

        
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      (l)           The
Seller Intellectual Property, including without limitation the [*], together
with the other Acquired Assets, are sufficient to enable Buyer to continue
operation of the Business in the same manner as it has been operated by the
Sellers within the twelve (12) month period prior to the Closing
Date.

       

      6.21.  Brokers.  No
Seller has entered into any agreement or had any discussions with any Third
Party regarding any transaction involving such Seller which could result in
Buyer being subject to any Claim giving rise to any Liability to said Third
Party as a result of entering into this Agreement or the Operative Documents or
consummating the transactions contemplated hereby or thereby.

       

      6.22.  Litigation; Warranty Claims
and Recalls.  Except as otherwise specifically identified and
disclosed on Schedule
6.22 of the Disclosure Schedule, there is no litigation, Claim, action,
suit, administrative, arbitration or other proceeding pending or to a Seller’s
Knowledge threatened against such Seller or relating to any of the Acquired
Assets, nor are there any disputes, disagreements, or any other facts or
circumstances relating or pertaining to a Seller that relate to the Business or
the Acquired Assets which are reasonably likely to give rise to the same in the
foreseeable future.  No Seller is subject to any order, writ,
judgment, award, injunction or any decree of any court or Governmental or
Regulatory Authority or arbitrator, which affects or which might affect any of
the Acquired Assets or which might interfere with the transactions contemplated
in this Agreement.  No Seller has Knowledge of any fact which would
suggest that any present or former employee of or Person providing services to
such Seller has or is likely to make any Claim against such Seller and/or Buyer
by virtue of any obvious or latent employment-related health defect or any
severance, discrimination, harassment or termination action.

      


      There are
no judgments outstanding against any Seller affecting any of the Acquired
Assets. Schedule
6.22 of the Disclosure Schedule also sets forth a description and summary
of the outcome of each lawsuit and all other types of legal proceedings,
including but not limited to, administrative proceedings, mediations,
arbitrations, etc., in which a Seller has been involved, either as a plaintiff
or as a defendant, during the five (5) years prior to the Closing Date that
relate to the Business.  All legal proceedings, including but not
limited to, administrative proceedings, mediations, arbitrations, etc., in which
any Seller was involved prior to such five year period and that relate to the
Business have been discharged, settled or otherwise released.

      


      No Seller
has received notice or warning of, and no Seller is aware of, any material
defects in such Seller’s Products or inventory, whether or not yet sold, whether
such defects are discernable or latent, including without limitation (a) defects
which could affect the performance of such Seller’s Products, and/or give rise
to a claim for a refund of a purchase price previously booked by such Seller;
(b) dangerous or substandard conditions in the products or materials sold,
distributed, or to be sold or distributed by such Seller that could give rise to
a Claim for or could cause bodily injury, sickness, disease, death, or damage to
property, or result in loss of the use of property, if handled or used properly,
or (c) any Claim, suit, demand for arbitration or notice seeking damages for any
such event.  To a Seller’s Knowledge, there has been no threat of any
recall of any Product, nor does any Seller know of any facts which makes such a
recall likely in the reasonably foreseeable future.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
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      Schedule 6.22 of the
Disclosure Schedule sets forth (a) all written customer complaints received by
each Seller since December 31, 2006; (b) all oral customer complaints received
by each Seller since October 1, 2008; and (c) any other customer complaints,
whether written and oral, which have resulted in or may reasonably be expected
to result in a Claim in excess of US$10,000 being made after the Closing against
such Seller and/or Buyer.  Except as set forth on Schedule 6.22 of the
Disclosure Schedule, neither any Seller nor any of its employees has made any
oral or written warranties with respect to the quality or absence of defects of
any of the Products or services of the Seller that is inconsistent with or
broader than any written warranties of such Seller which are provided to all
such Seller’s customers, which written warranties have been provided to Buyer
prior to the Closing.  No Seller is aware of any circumstance which
would tend to cause the cost of performing warranty obligations to customers of
the Business for which warranty adjustments can be expected during unexpired
warranty periods which extend beyond the Closing Date to be higher than the
historic cost of performing warranty obligations to customers of such products
and services which such Seller has sold and performed for in the past. No Seller
has been required to pay direct, incidental or consequential damages to any
Person for any reason in connection with a matter relating to the
Business.

       

      6.23.  Regulatory and Employee
Safety Matters.  Except as otherwise specifically identified
and disclosed in Schedule 6.23 of the
Disclosure Schedule, there is no pending or, to a Seller’s Knowledge threatened,
investigation, audit, review or other examination of such Seller, and no Seller
is subject to, nor has it received written notice or advice that it may become
subject to, any order, agreement, memorandum of understanding or other
regulatory enforcement action or proceeding with or by a Governmental or
Regulatory Agency having supervisory or regulatory authority with respect to
such Seller that relates to the Business, and nor is such Seller aware of any
basis for any such investigation or audit.

       

      Except as
set forth on Schedule
6.23 of the Disclosure Schedule, each Seller (a) is in compliance in all
material respects with all Laws (including, without limitation, Laws relating to
the Acquired Assets or the Business), and (b) maintains all required compliance
programs relating to environmental, safety, health or other Law. Each Seller has
provided Buyer with copies of all notices, correspondence, agreements and other
documents relating to any matters set forth on Schedule 6.23 of the
Disclosure Schedule. Except as set forth on Schedule 6.23 of the
Disclosure Schedule, no Seller has received any governmental complaint or
private Claim regarding any violation of OSHA or the occupational safety and
health laws and regulations applicable to any facility of Seller involved in the
Business (including, without limitation, any related to silicosis and/or other
afflictions associated with silicone manufacturing or any other substance used
by Sellers), or has Knowledge of any situation making it likely that such a
complaint or Claim will be forthcoming in the reasonably foreseeable
future.

       

      
        
          
          

        

        
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      6.24.  Affiliate
Transactions. Other than as disclosed on Schedule 6.24 of the
Disclosure Schedule, as of the date hereof (i) there are no Liabilities between
any Seller and any current or former officer, director, employee, partner,
stockholder, manager or Affiliate of such Seller that relate to the Business,
(ii) no Seller provides any assets, services or facilities to any such current
or former officer, director, employee, partner, stockholder, manager or
Affiliate of such Seller, and (iii) no Seller beneficially owns any equity
interest in any such current or former officer, director, employee, manager,
partner, stockholder or Affiliate of such Seller.

      


      6.25.  Environmental
Matters.

      


      (a)         
Except as set forth on Schedule 6.25 of the Disclosure Schedule:

      


      (i)           Each
Seller has obtained and holds all Environmental Permits materially necessary for
the operation of the Business by such Seller.

      


      (ii)          Each
Seller is in material compliance with all terms, conditions and provisions of
each applicable Environmental Permit and Environmental Law.

      


      (iii)         There
are no past, pending, or, to a Seller’s Knowledge, threatened Environmental
Claims against any Seller.


       

      (iv)         There
has been no Release of any Hazardous Material on or affecting any Site currently
or, to a Seller’s Knowledge, formerly owned, operated or otherwise used by a
Seller in the Business, or, to the Knowledge of a Seller, by any predecessors of
such Seller, which Release would be reasonably likely to result in Liability to
Buyer under Environmental Laws.

       

      (v)          No
Seller has received any written notice asserting an alleged Liability or
obligation of such Seller under any Environmental Laws with respect to the
investigation, remediation, removal or monitoring of a Release of any Hazardous
Material or the threatened Release of any Hazardous Material at or from any
property currently or formerly owned, operated or otherwise used by such Seller
in the Business, or at or from any off-site location where Hazardous Material
from the Seller’s operations in connection with the Business have been sent for
treatment, disposal, storage or handling.

       

      (vi)         No
Seller has transported or arranged for the treatment, storage, handling,
disposal, or transportation of any Hazardous Material to any off-site location
which could result in an Environmental Claim against such Seller.

       

      
        
          
          

        

        
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      (vii)        No
Site is a current (or, to a Seller’s Knowledge, proposed) Environmental Clean-up
Site. To a Seller’s Knowledge, there are no Liens arising under or pursuant to
any Environmental Law on any Site.

      


      (b)           There
have been no environmental investigations, studies, audits or other analyses
conducted by or on behalf of a Seller, or in the possession of a Seller, during
the five (5) year period prior to the Closing Date addressing potentially
material matters arising under Environmental Laws with respect to any property
owned, operated or otherwise used by any Seller in the Business that have not
been delivered or otherwise made available to Buyer prior to the Closing
Date.

       

      6.26.  Insolvency.  No
petition in bankruptcy or similar arrangement has been filed by or against any
Seller, nor has any Seller taken advantage of any applicable federal, state or
local insolvency Law.  No receiver, trustee, custodian, liquidator,
assignee, sequestrator or other similar official has been appointed over any
Seller or all or a substantial part of the Acquired Assets nor has any Seller
made any assignment for the benefit of creditors or otherwise suffered any
action which adversely affects its title to the Acquired Assets.

       

      6.27.  Product Warranties; Defects;
Liabilities.  Except as set forth on Schedule 6.27 of the
Disclosure Schedule, (a) each product, item, good or other object produced by
each Seller for sale in connection with the Products has been in all material
respects in conformity with all applicable contractual commitments and all
applicable express and implied warranties, (b)  no Seller has any
Liability or obligation (and to a Seller’s Knowledge, there is no basis for any
present or future action, suit, proceeding, hearing, investigation, charge,
complaint, Claim or demand against such Seller giving rise to any Liability or
obligation) for replacement or repair thereof or other Losses or Liabilities in
connection therewith except Liabilities incurred in the ordinary course of the
Business as conducted by such Seller and consistent with past
practice  and (c) no Product is subject to any guaranty, warranty, or
other indemnity beyond the applicable standard terms and conditions of sale,
license or lease or beyond that implied or imposed by applicable
Law.  Appended to Schedule 6.27 is a
true and complete description of the current standard terms and conditions of
sale, license or lease of each Seller for each of the Products, including all
applicable guaranties, warranties and indemnities made by any Seller in
connection therewith.

       

      6.28.  Full
Disclosure.  No representation, warranty or covenant made to
Buyer in this Agreement nor any Operative Document delivered and/or executed by
a Seller hereunder contains any untrue statement of a material fact or omits a
material fact necessary to make the statements contained in this Agreement and
the Operative Documents not misleading.

      


      
        
          
          

        

        
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      SECTION
7

      REPRESENTATIONS AND
WARRANTIES OF BUYER

      


      Buyer represents and warrants that the
following representations and warranties are true, accurate and complete as of
the date hereof:

      


      7.01.      Organization.  Rogers
is a corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts.  Any designee of Rogers
acquiring any of the Acquired Assets hereunder is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
organized.

       

      7.02.      Qualification and
Organizational Power.  Buyer is duly qualified to conduct
business under the Laws of each jurisdiction where such qualification is
necessary, except where the failure to be so qualified would not have a Material
Adverse Effect. 

       

      7.03.      Authorization of
Transactions.  Buyer has all requisite corporate or other power
and authority to execute and deliver this Agreement and the Operative Documents
to which it is a party, and to perform their respective obligations hereunder
and thereunder.  The execution and delivery by Buyer of this Agreement
and the Operative Documents to which it is a party, and the performance by Buyer
of its obligations hereunder and thereunder, have been duly and validly
authorized by all necessary corporate action on the part of
Buyer.  This Agreement has been, and upon execution and delivery
thereof, each of the Operative Documents to which Buyer is a party will be, duly
and validly executed and delivered by Buyer and are valid and binding
obligations of Buyer, enforceable against Buyer in accordance with their terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, or (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.

       

      7.04.      Noncontravention.  There
is no requirement applicable to Buyer to make any filing with, or to obtain any
permit, authorization, consent or approval of, any governmental entity as a
condition to the lawful consummation by Buyer of the transactions contemplated
pursuant to this Agreement.  The execution, delivery and performance
of this Agreement by Buyer do not, and the consummation of the transactions
contemplated hereby will not (with or without the giving of notice, the lapse of
time or both), (i) conflict with or result in any breach of any provision of the
Articles of Organization, Bylaws or other governing documents of Buyer, (ii)
violate any applicable Law, rule, regulation, order, writ, judgment, ordinance,
injunction or decree of any governmental entity to which Buyer is a party or is
bound, or (iii) result in a material breach of, or constitute a material default
(or event which with the giving of notice or lapse of time, or both, would
become a material default) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of a benefit under, or
result in the creation of any lien upon any of the properties, rights or assets
of Buyer pursuant to, any Contract to which Buyer is a party or by which it is
bound or affected (except, in the case of clause (iii), any such defaults,
rights or liens that would not materially impair the ability of Buyer to
consummate the transactions contemplated by this Agreement).

      


      
        
          
          

        

        
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      7.05.      Brokers.  Buyer
shall have no Liability or obligation to pay any fees or commissions to any
broker, finder or agent with respect to the transactions contemplated by this
Agreement or any of the Operative Documents.

       

      7.06.      Legal
Proceedings.  As of the date hereof, there are no Claims
pending by or against or, to the Knowledge of Buyer, threatened against, Buyer
that would materially impair the ability of Buyer to consummate the transactions
contemplated by this Agreement.

      


      7.07.      Due Diligence
Investigation.  Buyer has had, and will have, an opportunity to
discuss the business, management, operations and finances of the Business with
Sellers, and has had, and will have, an opportunity to inspect the facilities of
the Business.  Buyer has conducted its own independent investigation
of the Business.  In making its decision to execute and deliver this
Agreement and to consummate the transactions contemplated by this Agreement,
Buyer has relied solely upon the representations and warranties of the Sellers
set forth in Section 6 (and acknowledges that such representations and
warranties are the only representations and warranties made by the Sellers) and
has not relied upon any other information provided by, for or on behalf of the
Sellers, or their respective agents or representatives, to Buyer in connection
with the transactions contemplated by this Agreement.

       

      7.08.      Capital and
Financing.  Buyer represents and warrants that it has secured
adequate paid-in capital and adequate funds to consummate all of the
transactions contemplated by this Agreement, and to pay the Purchase Price in
accordance with the terms of this Agreement.

      


      7.09.      Assumed
Liabilities.  Buyer acknowledges that it is aware of and
understands the nature of the Assumed Liabilities and that it is aware of and
understands that the amount of the Assumed Liabilities cannot presently be
determined as they relate, in part, to future events and actions which may or
may not occur.  Buyer acknowledges that there will be no adjustment to
the Purchase Price under this Agreement based on the amount of Assumed
Liabilities, except as expressly provided for herein.

       

      7.10.      Sole
Representations.  Except as expressly set forth in this Section
7, Buyer makes no other representation or warranty with respect to the
transactions contemplated by this Agreement or any Operative
Document.

      


      SECTION
8

      SURVIVAL OF REPRESENTATIONS
AND WARRANTIES; INDEMNIFICATION

      


      8.01.      Survival of Representations
and Warranties.  All of Buyer’ representations and warranties
in this Agreement or in any Operative Document, and all of Sellers’
representations and warranties in this Agreement, in any Operative Document, or
in any instrument delivered pursuant hereto or thereto, shall survive the
Closing Date and continue until the date which is twenty-four (24) months after
the Closing Date; provided, however, that (i) any Claim based on fraud or
intentional misrepresentation shall survive indefinitely, (ii) any Claim for
violation of the representations and warranties set forth in Sections 6.10
(“Taxes and Audits”), 6.14 (“Employee Benefits”), 6.23 (“Regulatory and Employee
Safety Matters”), and 6.25 (“Environmental Matters”) shall survive until the
expiration of the applicable statute of limitations applicable to any Claim or
right of action related thereto, (iii) the covenants and agreements contained in
this Agreement and the Operative Documents to be performed at the Closing Date
will survive until fully performed in accordance with their terms, or until this
Agreement has been terminated in accordance with its terms; (iv) any Claim for
indemnity asserted pursuant to Section 8.02 shall, if made within the applicable
time period set forth above with respect to an accrued Liability, survive until
fully resolved; (v) any Claim with respect to a matter described in Section
8.02(b)(G) hereof shall survive indefinitely; and (vi) any dispute asserted by a
Seller to any Pre-Closing Adjustments pursuant to Section 5.06(c)(iv) hereof
shall survive only until twelve (12) months following the Closing. No Claim for
indemnity may be asserted under Section 8.02 unless notice of such Claim is
given to Seller or Buyer, as the case may be, prior to the appropriate period(s)
specified in the preceding sentence.

      


      
        
          
          

        

        
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      8.02.      Indemnification.


       

      (a)          MTI
jointly and severally agrees, and each of MTI Silicones and MTI Leewood Germany
severally and not jointly agree, from and after the Closing Date, for the
appropriate period(s) specified in Section 8.01, above, to indemnify and hold
Buyer and its officers, directors, attorneys, employees, agents or Affiliates
and their respective successors and assigns (the “Buyer Indemnified
Parties”), harmless from and against any Loss incurred by any Buyer
Indemnified Party, directly or indirectly, resulting from (i) any inaccuracy in,
or breach of, a representation or warranty of Seller contained in this Agreement
or in any Operative Document or other agreement or instrument delivered by
Seller in connection with the transactions set forth herein, (ii) any Excluded
Liability, or (iii) any failure by Seller to perform or comply with any
applicable covenant contained herein.

       

      (b)          The
Liability of Sellers to provide indemnification pursuant to Section 8.02(a)
shall be limited as follows:  (i) Sellers shall not be liable with
respect to any matter referred to in Section 8.02(a)(i) unless the aggregate
Loss thereunder exceeds Fifty Thousand Dollars (US$50,000.00) (the “Basket”), in which
event Buyer Indemnified Party will be entitled to make a Claim against such
Seller to the full extent of such Loss counting back to the first dollar amount
thereof, and (ii) the collective aggregate Liability of the Sellers under
Section 8.02(a) shall not exceed Two Million Dollars (US$2,000,000.00) (the
“Indemnity
Cap”); provided, however, that any Loss shall not be subject to the
Indemnity Cap to the extent arising as the result of: (A) fraud or intentional
misrepresentation; (B) a Claim with respect to any Excluded Asset or Excluded
Liability; (C) a warranty or similar Claim made by a direct or indirect customer
or end user based upon any sale made by the Sellers prior to the Closing; (D)
any Claim based upon violation of occupational health and safety Laws
(including, without limitation, pursuant to OSHA and workers’
compensation-related Claims), or for any claims by employees of Sellers for
compensation, reimbursement or Losses, to the extent occurring or arising out of
occurrences prior to the Closing Date; (E) a Claim of infringement with respect
to Intellectual Property; (F) Environmental Claims and Liabilities therefrom; or
(G) the invalidity or unenforceability of the Trustee’s Amendment, Confirmation
and Consent described in Section 5.02(q) hereof, for any reason, or the
inaccuracy of the opinion of Mr. [*] described in Section 5.02(r) as regards the
accurate identities of the parties to the various agreements described in
Section 4.02(g) hereof, or the representation regarding such agreements in the
penultimate sentence of Section 6.11 hereof. In addition, the matters described
in clause (G) above shall not be subject to the Basket; nor shall any liability
for the Claims of the four former employees of MTI Leewood Germany described in
Section 4.03(g) hereof.

      


      
        
          
          

        

        
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      (c)          Buyer
agrees from and after the Closing Date, for the appropriate period(s) specified
in Section 8.01, above, to indemnify and hold Sellers and their Affiliates (the
“Seller Indemnified
Parties”) harmless from and against any Loss incurred by any Seller
Indemnified Party directly or indirectly resulting from (i) any inaccuracy in,
or breach of, a representation or warranty of Buyer contained in this Agreement
or in any Operative Document delivered by Buyer in connection with the
transactions set forth herein, (ii) any failure by Buyer to perform or comply
with any covenant contained herein or therein, (iii) any Assumed Liability
(including the failure to perform or in due course pay or discharge any Assumed
Liability, except to the extent that such payment or liability derived from a
breach of a representation, warranty or covenant of a Seller hereunder or under
an Operative Document or a certificate delivered hereunder or thereunder); or
(iv) Buyer’s ownership and/or operation of the Business after the Closing other
than due to a breach of a representation, warranty or covenant of Seller
hereunder.

       

      (d)          If
any Third Party shall notify any party (the “Indemnified Party”)
with respect to any matter which may give rise to a Claim for indemnification
against any other party (the “Indemnifying Party”)
under this Section 8, then the Indemnified Party shall notify each Indemnifying
Party thereof promptly; provided, however, that no delay on the part of the
Indemnified Party in notifying any Indemnifying Party shall relieve the
Indemnifying Party from any Liability or obligation hereunder unless (and then
solely to the extent) the Indemnifying Party thereby is materially
prejudiced.  In the event any Indemnifying Party notifies the
Indemnified Party within thirty (30) days after the Indemnified Party has given
notice of the matter that the Indemnifying Party is assuming the defense
thereof, (i) the Indemnifying Party will defend the Indemnified Party against
the matter with counsel of its choice reasonably satisfactory to the Indemnified
Party, (ii) the Indemnified Party may retain separate co-counsel (at the
sole cost of the Indemnified Party), (iii) the Indemnified Party will not
consent to the entry of any judgment or enter into any settlement with respect
to the matter without the written consent of the Indemnifying Party (not to be
withheld unreasonably), and (iv) the Indemnifying Party will not consent to the
entry of any judgment with respect to the matter, or enter into any settlement
which does not include a provision whereby the plaintiff or claimant in the
matter releases the Indemnified Party from all Liability with respect thereto,
without the written consent of the Indemnified Party (not to be withheld
unreasonably); provided, however, that,
without the consent of the Indemnified Party, the Indemnifying Party shall not
consent to, and the Indemnified Party shall not be required to agree to, the
entry of any judgment or enter into any settlement that (i) provides for
injunctive or other non-monetary relief affecting the Indemnified Party, or (ii)
does not include as an unconditional term thereof the giving of a release from
all liability with respect to such claim by each claimant or plaintiff to the
Indemnified Party that is the subject of such Claim.  In the event the
Indemnifying Party fails to assume the defense of the matter as provided herein
within thirty (30) days after the Indemnified Party has given notice thereof,
the Indemnified Party may defend against, or enter into any settlement with
respect to, the matter in any manner it reasonably may deem appropriate, at the
sole cost, expense and Liability of the Indemnifying Party.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                51

                
                  

                

              

              
                
                

              

            

          

        

      

      (e)          Each
of the parties covenants and agrees that it will use commercially reasonable
efforts to mitigate any Losses with respect to which such party is or may become
entitled to be indemnified by any other party pursuant to this Agreement. Buyer
shall not be obligated to seek any insurance recovery with respect to any Losses
for which Seller is liable hereunder; however, if Buyer does in fact do so and
receives an insurance recovery for Losses for which Seller previously has paid
Buyer hereunder, Buyer promptly shall reimburse Seller therefor.

       

      (f)          After
the Closing Date, the right of indemnification under this Section 8 shall be the
sole and exclusive remedy available to any party for any Claim or cause of
action arising under this Agreement or arising out of the Operative Documents in
connection with any breach of any representation, warranty, covenant or
provision of this Agreement, the Operative Documents or otherwise; provided,
however, that this exclusive remedy does not preclude a party from bringing an
action for specific performance or other equitable remedy to require a party to
perform its obligations under this Agreement.  Each party expressly
waives any rights it may have to make a Claim against any other party in
connection with the transactions contemplated by this Agreement pursuant to or
under authority of any constitutional, statutory, common law or civil law
authorities.  The provisions of this Section 8.02(f) shall not
apply to claims arising out of or relating to the fraud, gross negligence,
intentional nondisclosure or willful misconduct of a party.

       

      8.03       Escrowed
Amount.  The sum of Six Hundred Fifty Thousand Dollars
(US$650,000.00) (the “Escrowed Amount”)
shall be held in escrow jointly by the two law firms of Burns & Levinson LLP
and Wildeboer Dellelce LLP (collectively, the “Escrow Agent”) for payment of
indemnification claims pursuant to Section 8.02 hereof, in accordance with an
Escrow Agreement which shall be executed at the Closing substantially in the
form set forth as Exhibit F
hereto.  The Escrow Agreement shall provide that the Escrowed Amount
shall be held for twelve (12) months from the Closing Date; provided that, on
the date which is ninety (90) Business Days following the Closing Date, the sum
of One Hundred Fifty Thousand Dollars (US$150,000.00), less any amount then or
previously claimed for indemnification pursuant to Section 8.02 hereof (whether
paid or pending, and whether resolved or in dispute) shall be returned to
Sellers or their successors and permitted assigns pro rata in accordance with
the allocation described in Section 3.02, or as they otherwise may direct, and
the Escrowed Amount shall be reduced thereby.  In the event that a
Claim is made pursuant to Section 8.02 hereof, then the amount so claimed shall
be held in escrow until the resolution thereof, and the term of the escrow
extended until such resolution.  The Escrow Agreement shall provide
for physical custody of said funds being held by the Escrow Agent, but shall
prohibit any disbursement of the Escrowed Amount other than with the written
consent of the parties or an order of a court of competent
jurisdiction.  Interest upon the Escrowed Amount shall be allocated in
proportion to the ultimate disposition of the principal thereof.

      


      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

      SECTION
9

      PRESERVATION OF BOOKS AND
RECORDS


       

      For a
period of six (6) years after the Closing date, Buyer shall preserve the books
and records of Seller delivered to Buyer; and Seller shall similarly make
available to Buyer any records which Buyer permits Seller to retain; each party
will make such books and records available to the other party at all reasonable
times and permit the other party to make extracts from or copies of all such
records.

      


      SECTION
10

      CERTAIN OTHER COVENANTS AND
AGREEMENTS


       

      10.01.    Employment of MTI Leewood
Germany Employees.  Buyer agrees to offer employment to all MTI
Leewood Germany employees involved in the Business, as and to the extent
required by applicable German law, conditioned on the consummation of the
purchase and sale of the Acquired Assets pursuant hereto. MTI Leewood Germany
hereby authorizes Rogers to offer such employment to such employees, waives any
rights either of them may have to prohibit such employees from being employed by
Rogers, and shall not offer new employment to any such
employees.  Nothing in this Section 10.01 shall be deemed to be a
contract for the benefit of any employee of any Seller.  MTI Leewood
Germany shall use its best efforts to assist Rogers in obtaining the services of
all current employees of MTI Leewood Germany that Rogers wishes to so
retain.  Prior to the Closing Date, Sellers shall use its commercial
best efforts to insure that Rogers shall receive written acceptance of
employment from each Key Employee.

      


      10.02.    Employment of MTI Silicones
Employees.

       

      (a)           Offers of
Employment.  With the exception of those employees listed
on Schedule
10.02(a) (“Excluded Employees”),
Buyer shall offer “at will” employment to all MTI Silicones employees (other
than [*]) who are legally eligible to work in the United States and are employed
by MTI Silicones on the Closing Date and whose principal place of work is
Richmond, Virginia, conditioned on the consummation of the purchase and sale of
the Acquired Assets pursuant hereto. Such MTI Silicones employees who accept
such offer of employment and become employees of Buyer shall be referred to
herein as “Acquired
Employees.”  Except as otherwise provided in the Transitional
Services Agreement, the Acquired Employees shall cease active participation in
the Benefit Plans and other applicable Plans effective as of the Closing
Date.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED

            
              
                
                

              

              
                53

                
                  

                

              

              
                
                

              

            

          

        

      

      (b)          401(k)
Plans.  Buyer shall not accept “eligible rollover
distributions” (as such term is defined under Section 402(c)(4) of the Code),
including outstanding loans, from the vested account balances of any Acquired
Employee under the Magnifoam Delaware, Inc. 401K Plan, or any other 401K plan of
Sellers (the “Seller
401(k) Plan”).

      


      (c)          Vacation.  Except
as may otherwise be required by law, effective as of the Closing Date, Seller
shall pay all accrued but unpaid vacation time of all Acquired Employees through
the Closing Date.

       

      (d)          WARN.  The
Buyer shall be solely responsible for any and all Liabilities, penalties, fines
or other sanctions that may be assessed or otherwise due under WARN and similar
laws and regulations, as a result of the transactions contemplated herein or
otherwise,  arising exclusively out of Buyer’s actions on or after the
Closing Date.

       

      (e)          No Third Party
Rights.  The parties acknowledge and agree that all provisions
contained in this Section 10.02 with respect to employees are included for the
sole benefit of the respective parties and shall not create any right (i) in any
other Person, including, without limitation, any employees, former employees,
any participant in any Benefit Plan or any beneficiary thereof or (ii) to
continued employment with any Seller or Buyer.

       

      10.03.    Transition.   Sellers
and MTI Leewood Sweden shall execute letters, in one or more forms (which Buyer,
at its option, may elect to co-sign), to be mutually agreed upon prior to the
Closing Date, addressed to their respective vendors and/or customers in the
Business, notifying such addressees of the purchase of the Business by Rogers
and inviting such addressees to continue doing business with Rogers.
Notwithstanding anything herein to the contrary, for a period of one hundred
eighty (180) days following the Closing Date, Sellers consent and agree to the
use by Buyer of the names [*] in external communications with third parties
(including, without limitation, the use of existing stocks of packaging,
signage, sales and other promotional literature) in connection with the conduct
of the Business by Buyer, and for internal communications within the Business
(including among its employees), and the use by Buyers during such time of the
telephone numbers [*].

       

      10.04.    Further
Assurances.  Upon the request of any party hereto, the
remaining parties will execute and deliver to the requesting party, or such
party’s nominee, all such instruments and documents of further assurance or
otherwise, and will do any and all such acts and things as may reasonably be
required to carry out the obligations of such party hereunder and to more
effectively consummate the transactions contemplated hereby, including obtaining
all consents and approvals from third parties, under leases, agreements and
other contracts.

      
         

         

        
          
            _________________________

            [*]
CONFIDENTIAL
TREATMENT REQUESTED


            
              
                
                

              

              
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      10.05.    Confidentiality.  The
Sellers, and their respective employees and agents (a) shall keep confidential
all proprietary information relating to the Business and not use such
information for any purpose except as contemplated by this Agreement, and (b)
shall not disclose to any Person other than Buyer, any trade secrets, know-how,
technology, processes, formulae, customer lists, customer names or identities or
other confidential or proprietary business information, except to the extent
used in or as presently contemplated to be used in connection with the
Business.  The Sellers further agree to take all steps reasonably
necessary to prevent their respective directors, officers, employees and agents
from disclosing such trade secrets and other information.

       

      The
provisions of this section shall not apply to (i) any information which any
party presently has knowledge of or which is in such party’s possession on the
date hereof and of which such party did not learn through its contact with
another party hereto previous to the date hereof (provided that such knowledge
or possession is provable by such party’s written records as in existence prior
to the date hereof), (ii) information which is presently publicly available or
becomes a matter of public knowledge generally through no fault of the party
against whom this provision would apply respecting such information or such
party’s employees, agents or consultants, or (iii) disclosure of such
information by a party as required pursuant to the rules and regulations of any
Governmental or Regulatory Authority.

      


      10.06.    Taxes.  Each
Seller shall pay its respective Taxes of any kind or nature arising from the
conduct of the Business by such Seller prior to the Closing; provided, however,
that the Buyer shall pay all transfer, recording, sales or similar Tax arising
out of or in connection with the transactions contemplated by this Agreement,
and Buyer shall prepare and timely and properly file all Tax Returns relating to
such Taxes (or exemptions therefrom) and shall provide copies of such Tax
Returns to Sellers promptly upon written request after filing. If any Taxes
whose payment is the responsibility of a Seller, or any withholding therefor,
are assessed against Buyer, Buyer shall notify the appropriate Seller in writing
promptly thereafter and such Seller shall be entitled to pay such amount, or to
contest, in good faith, such assessment or charge.  If a Seller does
not pay same within a reasonable time, Buyer may, at its option, pay same and in
such case shall be reimbursed in full by Sellers, without application of the
Basket.

      


      10.07.    Consents.

       

      (a)          Each
Seller will use its commercially reasonable best efforts to (i) obtain or cause
to be obtained, on or before the Closing Date, all consents listed on Exhibit I hereto and
required to be obtained by such Seller, and (ii) cause each such consent to be
effective as of the Closing Date (whether it is granted or entered into prior to
or after the Closing), and Buyer will use commercially reasonable efforts to
cooperate with such efforts.  Buyer and Sellers shall agree upon what
actions are necessary in order to satisfy the obligations set forth
above.

      


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      (b)          Notwithstanding
anything in this Agreement to the contrary, this Agreement shall not constitute
an offer or agreement to assign any asset or any claim or right or any benefit
arising under or resulting from such asset if an attempted assignment thereof,
without the consent of a Third Party, would constitute a breach or other
contravention of the rights of such Third Party, would be ineffective with
respect to any party to an agreement concerning such asset, or would in any way
adversely affect the rights of Sellers or, upon transfer, Buyer under such
asset.  If any transfer or assignment by Sellers to, or any assumption
by Buyer of, any interest in, or liability, obligation or commitment under, any
asset requires the consent of a Third Party, then such assignment or assumption
shall be made subject to such consent being obtained.  With respect to
any such asset or any claim, right or benefit arising thereunder or resulting
therefrom, promptly after the Closing Date, the parties will use commercially
reasonable efforts (but without any payment of money or other transfer of value
by any party to any Third Party) to obtain any required consent for the
assignment, transfer or sublicense of any such asset, or written confirmation
reasonably satisfactory in form and substance to the parties confirming that
such consent is not required.  To the extent any Assumed Contract may
not be assigned to Buyer by reason of the absence of any such consent after such
efforts, Sellers shall not be required to assign such Contract, such Contract
shall not constitute an “Assumed Contract” hereunder, and Buyer shall not be
required to assume any Assumed Liabilities arising under such
Contract.

       

      (c)          If
any consent which must be obtained is not obtained prior to the Closing, Sellers
and Buyer shall cooperate (at their own expense) in any lawful and reasonable
arrangement reasonably proposed by Buyer, under which Buyer shall obtain the
economic Claims, rights and benefits under the asset, Contract, claim or right
with respect to which the consent has not been obtained in accordance with this
Agreement; provided that such
arrangement does not and will not constitute a breach by Sellers of any of their
respective obligations to a Third Party.  Such reasonable arrangement
may include, at Buyer’s sole option, (i) the subcontracting, sublicensing or
subleasing to Buyer of any and all rights of Sellers against the other party to
such agreement arising out of a breach or cancellation thereof by the other
party, and (ii) the enforcement by Sellers of such rights.  To the
extent Buyer is able to receive the economic claims, rights and benefits under
such asset or agreement, Buyer shall be responsible for the Assumed Liabilities,
if any, arising thereunder.

      


      10.08     Accounts Receivable and
Mail.


       

      (a)          Accounts
Receivable.  (i) Buyer will use its commercial best efforts to
collect all Accounts Receivable of the Leewood Business which are validly due
and owing during the first twelve (12) months after the Closing as soon as
reasonably practicable in accordance with the terms thereof and customary
business practices; (ii) Buyer will provide periodic reports to Sellers as to
the status of such collections; (iii) Buyer will not settle any such Accounts
Receivable at a discount in excess of Twenty-Five Thousand Dollars ($25,000.00)
in the aggregate, except with the prior consent of the Sellers, and except as
otherwise provided in clause (v) below, (iv) Buyer will apply general payments
received from customers on account of such Accounts Receivable to those which
have been outstanding the longest, except to the extent that the customer has
specified that a payment be credited to specific invoices; and (v) if any such
Accounts Receivable cannot be collected within 120 days, Buyer and Seller will
consult with one another to develop a plan or proposal to collect such Accounts
Receivable; provided that Buyer retains the final discretion to deal with such
Accounts Receivable in Buyer’s sole but reasonable judgment.

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      (b)          Mail.  Buyer
covenants and agrees to promptly deliver or cause to be delivered to Sellers all
mail and other communications received by Buyer which directly relates to any
Seller or which may otherwise affect any Seller and which does not relate to the
Business, and Sellers each covenants and agrees to promptly deliver or cause to
be delivered to Buyer all mail and other communications received by a Seller
which directly relates to any Buyer or which may otherwise affect any Buyer, or
which relates to the Business.

      


      10.09     Buyer Purchasing
Entities.  Rogers covenants and agrees that the purchaser of
the Acquired Assets from MTI Silicones and the party who will assume the Assumed
Liabilities of MTI Silicones will be either Rogers itself or a wholly-owned
subsidiary of Rogers or an Affiliate, organized under the laws of a State of the
United States and the purchaser of the Acquired Assets from MTI Leewood Germany
and the party who will assume the Assumed Liabilities of MTI Leewood Germany
will be a wholly-owned subsidiary of Rogers or an Affiliate, organized under the
laws of Germany.

      


      10.10     Insurance History and
Succession

      


      (a)          Pursuant
to Sellers obligation to indemnify Buyer under section 8.02 of this agreement,
Sellers and their successors in interest (if any) shall provide commercially
reasonable cooperation to the Buyer and its Subsidiaries, and shall use all
commercially reasonable efforts to ensure that the Buyer and its Subsidiaries
have access to any insurance policies of Sellers as respects any claims,
proceedings or similar actions brought against Buyer or its Subsidiaries that
may be covered by such policies and that arise out of, result from or relate to
any Excluded Assets or Excluded Liabilities for which Seller has agreed to
indemnify Buyer.

      


      (b)          Without
limiting the applicability of Sellers indemnification obligations or clause (a)
above, Schedule
10.10 sets forth a complete and accurate list of all historical Workers’
Compensation insurance maintained by or on behalf of the Sellers for the
operations at MTI Silicones in Richmond, Virginia dating back to May 8,
2005.  Schedule 10.10 also
includes the historical Workers’ Compensation insurance maintained for any other
locations of Seller where current MTI Silicones employees worked prior to
transferring to the Richmond, Virginia location for the period of time
commensurate with the MTI Silicones employees’ tenure at those
locations.  For each policy period of coverage, Schedule 10.10
includes the name of the insurance company, the policy number, the policy
effective and expiration dates, and any policy deductibles or self insured
retention amounts.

      


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

      SECTION
11

      TERMINATION

       

      11.01.  
 Termination. This
Agreement may be terminated at any time prior to the Closing Date as
follows:

       

      (a)           by
mutual written consent of Sellers and Buyer; or

       

      (b)   by either
Sellers (acting collectively) or Buyer in the event that either such party
desiring to terminate this Agreement and to be excused from its obligation to
consummate the transactions contemplated hereby (the “Excusing Party”)
fails or is unable to satisfy a material condition precedent to the Closing set
forth herein; provided, that (i) such Excusing Party has used its commercially
reasonable best efforts to satisfy such material condition (including, without
limitation, the offer and payment of funds to a commercially reasonable extent),
(ii) the satisfaction of such material obligation of the Excusing Party is in
fact beyond the Excusing Party’s actual control, and (iii) following notice by
the Excusing Party to the other party of its failure to satisfy such condition
(which notice shall state, with reasonable detail, the reasons for such failure,
and the actions taken by the Excusing Party to satisfy such condition) the other
party refuses, or fails within ten (10) days after such notice, to waive such
condition.  Waiver of a condition shall not imply waiver of the
indemnification consequences thereof; accordingly, if the other party does waive
such condition, nothing herein shall be construed to prevent or limit the
ability of such other party to seek indemnification for any Loss occasioned by
the condition waived.

       

      Any party desiring to terminate this
Agreement pursuant to this Section 11.01 shall give written notice of such
termination to the other parties in accordance with Section 12.05.

       

      11.02.    Effect of
Termination.  If this Agreement is terminated pursuant to
Section 11.01 hereof, all rights and obligations of Sellers and Buyer hereunder
shall terminate and no party shall have any liability to the other party, except
for obligations of the parties hereto in Sections  2.03(d), 10.05,
11.02, 12.01, 12.13 and 12.14 all of which shall survive the termination of this
Agreement.  Notwithstanding any provision in this Section 11 or
elsewhere in this Agreement to the contrary, the rights and remedies provided in
this Section 11 shall be in addition to, and not exclusive of, any rights or
remedies to which the parties may be entitled under applicable Law as a result
of a termination of this Agreement.

      


      
        
          
          

        

        
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      SECTION
12

      MISCELLANEOUS


       

      12.01.    Governing Law;
Jurisdiction.  This Agreement shall be construed and
interpreted in accordance with the laws of the Commonwealth of Massachusetts,
except that no application shall be given to the conflicts of laws principles
thereof; and for the avoidance of doubt, the actual transfer of Acquired Assets
by MTI Leewood Germany shall be governed by any mandatory Laws of Germany to the
extent applicable).  Any dispute, controversy or Claim made by a party
under this Agreement or any Operative Document shall be resolved exclusively by
arbitration in Boston, Massachusetts under the then-current rules and procedures
for the arbitration of commercial disputes of the American Arbitration
Association or any successor thereof (“AAA” and the “AAA Rules”); except
that any such dispute, controversy or Claim relating to a breach of a Seller’s
violation of its representation or warranty set forth in Sections 6.20
(“Intellectual Property Rights”), 6.23 (“Regulatory and Employee Safety
Matters”) or 6.25 (“Environmental Matters”), and any dispute, controversy or
Claim related to a breach of a covenant hereunder, or under an Operative
Document or a certificate delivered hereunder or thereunder, for which
injunctive relief is sought, shall instead be brought before and shall be
enforceable exclusively in the federal and state courts located in Suffolk
County, Massachusetts.

       

      Any
arbitration shall be commenced by a party filing a demand for arbitration
pursuant to the AAA Rules (an “Arbitration
Demand”).  That party also shall send a copy of the Arbitration
Demand to the other parties.  Any dispute, controversy or Claim
submitted for arbitration hereunder shall be heard before a panel comprised of
three (3) arbitrators, unless otherwise agreed in writing by the parties to such
dispute, controversy or Claim, such panel to be selected in accordance with AAA
rules and to be seated in Suffolk County, Massachusetts. The parties shall each
bear their own costs and legal expenses of arbitration, except to the extent
that the arbitration relates to Pre-Closing Adjustments pursuant to Section
5.06(c)(iv) hereof, in which case the losing party shall pay the legal expenses
of the prevailing party. The Buyer, on the one hand, and those Sellers
collectively involved in the arbitration, on the other hand, shall equally split
the costs of the AAA and the costs of stenographers and other forum costs in
connection therewith. The arbitration shall be conducted pursuant to the Federal
Arbitration Act and such other procedures as the parties to the arbitration may
agree or, in the absence of such agreement, pursuant to the AAA Rules and the
provisions of this Section 12.01.  The decision of the arbitrators
will be final and binding on all parties hereto and upon their Affiliates,
whether or not a party to the arbitration. The panel shall be instructed to
provide a written decision explaining the basis for its ruling.  The
parties agree that a judgment may be entered on the arbitration award in any
court of competent jurisdiction.  The arbitrators in reviewing any
dispute, controversy or Claim under this Agreement shall have the exclusive
authority to determine any issues as to arbitrability of such dispute,
controversy or Claim or related disputes hereunder.  In reaching a
decision, the arbitrators shall interpret, apply and be bound by this Agreement
and applicable law and shall have no authority to add to, detract from or modify
this Agreement or any applicable law in any respect.  The arbitrators
may grant any remedy for equitable relief that a court of competent jurisdiction
could grant.

       

      
        
          
          

        

        
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      12.02     Modification.  This
Agreement may be modified, amended or terminated, and the requirements of any
provision hereof may be waived, with the mutual consent of each Seller and
Rogers by written instrument signed by them or their respective successors or
assigns in any manner deemed necessary or appropriate by them.

       

      12.03     Drafting
Presumptions. This Agreement has been extensively negotiated by counsel
for both the Sellers and Buyer, and therefore the parties acknowledge and agree
that no negative presumption shall be made regarding the party whose counsel
prepared the original or other drafts hereof, or of any of the Operative
Documents.

       

      12.04.    Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  This Agreement shall be deemed effective upon the receipt
by each Party of an executed signature page hereto signed by the other, which in
accordance with the provisions of Section 12.05 hereof may be transmitted by
facsimile or electronic means.

       

      12.05.    Notices.  Any
notice or other communication hereunder may be sent by any means (including
facsimile or email or other electronic means, provided that receipt thereof is
acknowledged and confirmed by the recipient) and shall be effective upon
receipt; except that, if sent via domestic certified mail or via international
overnight courier such as Federal Express, said notice shall be conclusively
deemed to have been received by a party hereto and be effective on the earlier
of (a) the actual date of receipt, or, if earlier, (b) the third business day
following the date given to the post office or courier for delivery. In addition
to such notices and communications as shall be addressed to such party at the
address set forth at the outset of this Agreement (or such other address as such
party shall specify to the other party in writing), mandatory copies, sent in
such manner, shall be delivered to the additional addressees set forth
below:

      


      As to
Sellers:

      MTI Global, Inc.

      7381 Pacific Circle

      Mississauga, Ontario, Canada L5T
2A4

      Attn: Mr. William Neill, President and
CEO

      Facsimile
No:  +1-905-564-6414

      E-mail:  wjneill@polyfab.ca

      


      With a
copy
to:                                                     
 Wildeboer Dellelce LLP

      Suite 800

      365 Bay Street

      Toronto, Ontario, Canada M5H
2V1

      Attn:  Mr. Troy
Pocaluyko

      Facsimile
No.  +1-416-361-1790

      E-mail:  troy@wildlaw.ca

      


      
        
          
          

        

        
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      As to
Buyer:                                                             High
Performance Foams Division

      Rogers Corporation

      245
Woodstock Road

      Woodstock,
CT 06281-1815

      Facsimile
No: +1- 860-928-7843

      Attn.:
Pete Kaczmarek, Vice President

      Email:
pete.kaczmarek@rogerscorporation.com

      


      
        With
mandatory copies to:              Betsy
Gaucher

        General
Manager, High Performance Foams Division

      

      Rogers Corporation

      171 W. St.
Charles Rd.

      
        Carol
Stream, IL 60188-2081

      

      Facsimile
No: +1-630-784-6201

      Email:
betsy.gaucher @rogerscorporation.com

      


      
        	
                and
      to:

              	
                Robert
      M. Soffer

              


      

      Vice President and
Secretary

      One
Technology Drive

      
        Rogers, CT
06263

      

      Facsimile
No: +1-860-779-5585

      Email:
bob.soffer @rogerscorporation.com

      


      
        	
                and
      to:

              	
                Burns
      & Levinson LLP

              


      

      125 Summer
Street

      Boston, MA
02110-1624

      Facsimile
No: +1-617-345-3299

      Attn.:
Samuel M. Shafner, Esq.

      Email:
sshafner@burnslev.com


       

      12.06.    Entire
Agreement.  This Agreement, together with its schedules,
exhibits and the Operative Documents, constitutes the entire contract among the
parties and supersedes all other understandings and agreements, oral or written,
with respect to the subject matter hereof.

       

      12.07.    Headings.  The
descriptive headings of the several Sections and Paragraphs of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

       

      12.08.    Equitable
Remedies.  In the event that any party to this Agreement shall
default in the performance of any obligation, covenant or agreement hereunder,
the other parties to this Agreement shall, in addition to all other remedies
which may be available to it, be entitled to injunctive and equitable relief,
including without limitation specific performance, and shall be entitled to
recover from the defaulting party or parties its costs and expenses (including
reasonable attorneys’ fees) incurred by it in securing such injunctive or
equitable relief.

       

      
        
          
          

        

        
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      12.09.    Severability.  In
the event that any provision of this Agreement shall be held to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of this
Agreement should remain in full force and effect and be interpreted as if such
invalid or unenforceable provision had not been a part hereof; provided,
however, if any particular portion of this Agreement shall be adjudicated
invalid or unenforceable by reason of the length of time or scope of
applicability provided for herein, this Agreement shall be deemed amended to
diminish such time and/or reduce such scope to the longest enforceable time and
the broadest enforceable scope of applicability.

       

      12.10.    Assignment.  Buyer
shall be entitled to assign all or part of their respective rights, title and
interest under this Agreement to an Affiliate; provided that the Acquired Assets
and Assumed Liabilities of MTI Silicones shall be assumed by an entity organized
under the laws of a State of the United States and the Acquired Assets and
Assumed Liabilities of MTI Leewood Germany shall be assumed by an entity
organized under the laws of Germany  and provided, further that such
Affiliate shall assume the corresponding obligations of Buyer under this
Agreement.  A copy of any assignment made hereunder shall be promptly
forwarded to Sellers.  No Seller may assign all or any part of its
rights, title and interest under this Agreement without the prior written
consent of Rogers. In the event of an assignment of a party’s rights under this
Agreement, whether as a result of the proviso above or upon the consent of the
parties hereto, such assignment shall not relieve the assigning party of its
obligations under this Agreement and all such obligations shall remain the valid
and binding obligations of the assigning party, and the non-assigning parties
shall retain the right to pursue the assigning party directly for any and all
claims it may have hereunder or thereunder.

       

      12.11.    Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties herein and their successors and permitted
assigns.

       

      12.12.    Acceptance of
Counsel.  Whenever in this Agreement it is provided that a
party hereto shall deliver an agreement or other instrument to the other of
them, such agreement or instrument shall be in form reasonably satisfactory to
counsel for the party to whom the same is to be delivered.

       

      12.13.    Expenses.  Except
to the extent otherwise expressly provided herein, each party hereto shall pay
its own expenses, including the fees and disbursements of its own counsel,
incident to the preparation of this Agreement and the consummation of the
transactions contemplated hereby.

       

      12.14.    Publicity.  Without
the consent of MTI or Rogers, no other party shall issue nor cause the
publication of any press release or other announcement with respect to this
Agreement or the transactions contemplated hereby, which consent shall not be
unreasonably withheld, except where such release or announcement is required by
applicable Law or the rules of any stock exchange, stock market or Governmental
or Regulatory Authority having authority over a party.

       

      
        
          
          

        

        
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      12.15.    English
Language.  The parties agree that this Agreement, the Operative
Documents and any additional documents proposing to govern the transactions
contemplated herein or therein shall be written in the English language, unless
otherwise required by applicable Law. The parties acknowledge that certain
documents and other items provided to Buyer or counsel for and consultants to
Buyer in connection with its due diligence may not be in the English
language.  In the event that this Agreement or any Operative Document
must be translated into another language for filing or other purposes, and such
translation deviates from the English version, the English version shall
control.

      


      (Signature page
follows.)

      
 

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

      


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

      
         

        
          
            	 	SELLERS:	 
	 	 	 
	
                     

                  	MTI
      Global Inc.	
                     

                  
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ W.
      J. Neill	 
	 	 	
                    Print
      Name/Title:  President and Chief Executive
    Officer

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

      

      
        
          
            	
                     

                  	
                    MTI
      Specialty Silicones Inc.

                  	
                     

                  
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ W.
      J. Neill	 
	 	 	
                    Print
      Name/Title:    President and Chief Executive
      Officer

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

      

      
         

        
          
            	
                     

                  	
                    MTI
      Leewood GmbH

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ W.
      J. Neill	 
	 	 	
                    Print
      Name/Title:  President and Chief Executive
    Officer

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

        
           

          
            
              	
                       

                    	
                      BUYER:

                    	 
	 	 	 
	 	Rogers
      Corporation	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Pete
      Kaczmarek	 
	 	 	
                      Print
      Name/Title:  Pete Kaczmarek, Vice President

                    	 
	 	 	High
      Performance Foams Division