Exhibit 10.20


 


 





 


 


STOCK PURCHASE AGREEMENT


 


 


 


among


 


 


 


THE BUYER (AS DEFINED HEREIN),


 


 


 


THE COMPANY (AS DEFINED HEREIN), 


 


 


 


THE SELLERS (AS DEFINED HEREIN), 


 


 


 


and 


 


 


 


THE SELLERS’ REPRESENTATIVE (AS DEFINED HEREIN)


 


 


 


dated as of


 


 


 


January 30, 2018


 


 


 






     


     


    

TABLE OF CONTENTS


 


 


 


	ARTICLE I DEFINITIONS	 	 	1	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE II PURCHASE AND SALE	 	 	1	 
	 	 	 	 	 
	Section 2.01 Purchase and Sale.	 	 	2	 
	Section 2.02 Purchase Price.	 	 	2	 
	Section 2.03 Transactions to be Effected at the Closing.	 	 	2	 
	Section 2.04 Purchase Price Adjustment and Closing Date Payment.	 	 	3	 
	Section 2.05 Closing.	 	 	6	 
	Section 2.06 Withholding Tax.	 	 	6	 
	Section 2.07 Excluded Assets	 	 	6	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERs AND company	 	 	7	 
	 	 	 	 	 
	Section 3.01 Organization and Authority of the Sellers.	 	 	7	 
	Section 3.02 Organization, Authority and Qualification of the Company.	 	 	7	 
	Section 3.03 Capitalization.	 	 	7	 
	Section 3.04 No Subsidiaries.	 	 	8	 
	Section 3.05 No Conflicts; Consents.	 	 	8	 
	Section 3.06 Financial Statements.	 	 	8	 
	Section 3.07 Undisclosed Liabilities.	 	 	9	 
	Section 3.08 Absence of Certain Changes, Events and Conditions.	 	 	9	 
	Section 3.09 Material Contracts.	 	 	12	 
	Section 3.10 Title to Assets; Real Property.	 	 	14	 
	Section 3.11 Condition and Sufficiency of Assets.	 	 	15	 
	Section 3.12 Intellectual Property.	 	 	15	 
	Section 3.13 Inventory.	 	 	18	 
	Section 3.14 Accounts Receivable.	 	 	18	 
	Section 3.15 Customers and Suppliers.	 	 	18	 
	




     


     


    


	Section 3.16 Insurance.	 	 	19	 
	Section 3.17 Legal Proceedings; Governmental Orders.	 	 	19	 
	Section 3.18(b) Permits.	 	 	20	 
	Section 3.19 Environmental Matters.	 	 	20	 
	Section 3.20 Employee Benefit Matters.	 	 	22	 
	Section 3.21 Employment Matters.	 	 	26	 
	Section 3.22 Taxes.	 	 	27	 
	Section 3.23 Books and Records.	 	 	30	 
	Section 3.24 Brokers.	 	 	30	 
	Section 3.25 Full Disclosure	 	 	30	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER	 	 	30	 
	 	 	 	 	 
	Section 4.01 Organization and Authority of Buyer.	 	 	30	 
	Section 4.02 No Conflicts; Consents.	 	 	31	 
	Section 4.04 Brokers.	 	 	31	 
	Section 4.06 Legal Proceedings.	 	 	31	 
	Section 4.05 Acknowledgement	 	 	31	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE V COVENANTS	 	 	32	 
	 	 	 	 	 
	Section 5.01 Conduct of Business Prior to the Closing.	 	 	32	 
	Section 5.02 Access to Information.	 	 	33	 
	Section 5.03 No Solicitation of Other Bids.	 	 	33	 
	Section 5.04 Notice of Certain Events.	 	 	34	 
	Section 5.05 Resignations.	 	 	35	 
	Section 5.06 Confidentiality.	 	 	35	 
	Section 5.07 Non-Competition; Non-Solicitation.	 	 	35	 
	Section 5.08 Governmental Approvals and Consents.	 	 	36	 
	Section 5.09 Books and Records.	 	 	38	 
	Section 5.10 Closing Conditions	 	 	39	 
	




     


     


    


	Section 5.11 Public Announcements.	 	 	39	 
	Section 5.12 Further Assurances.	 	 	39	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE VI TAX MATTERS	 	 	39	 
	 	 	 	 	 
	Section 6.01 Tax Covenants.	 	 	39	 
	Section 6.02 Termination of Existing Tax Sharing Agreements.	 	 	40	 
	Section 6.03 Indemnification	 	 	41	 
	Section 6.04 Straddle Period.	 	 	41	 
	Section 6.05 Section 338(h)(10) Election.	 	 	41	 
	Section 6.06 Contests	 	 	42	 
	Section 6.07 Cooperation and Exchange of Information.	 	 	42	 
	Section 6.08 Tax Treatment of Indemnification Payments	 	 	42	 
	Section 6.09 Payments to Buyer	 	 	43	 
	Section 6.10 Overlap	 	 	43	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE VII CONDITIONS TO CLOSING	 	 	43	 
	 	 	 	 	 
	Section 7.01 Conditions to Obligations of All Parties.	 	 	43	 
	Section 7.02 Conditions to Obligations of Buyer.	 	 	43	 
	Section 7.03 Conditions to Obligations of Sellers.	 	 	46	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE VIII INDEMNIFICATION	 	 	48	 
	 	 	 	 	 
	Section 8.01 Survival.	 	 	48	 
	Section 8.02 Indemnification By Sellers.	 	 	49	 
	Section 8.03 Indemnification By Buyer.	 	 	50	 
	Section 8.04 Certain Limitations.	 	 	50	 
	Section 8.05 Indemnification Procedures.	 	 	51	 
	Section 8.06 Payments; Indemnification Escrow Fund.	 	 	55	 
	Section 8.07 Tax Treatment of Indemnification Payments.	 	 	55	 
	Section 8.08 Exclusive Remedies.	 	 	55	 
	




     


     


    


	Section 8.09 Indemnification Escrow Fund Release	 	 	56	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE IX TERMINATION	 	 	57	 
	 	 	 	 	 
	Section 9.01 Termination.	 	 	57	 
	Section 9.02 Effect of Termination.	 	 	58	 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	59	 
	 	 	 	 	 
	Section 10.01 Expenses.	 	 	59	 
	Section 10.02 Notices.	 	 	59	 
	Section 10.03 Interpretation.	 	 	60	 
	Section 10.04 Headings.	 	 	61	 
	Section 10.05 Severability.	 	 	61	 
	Section 10.06 Entire Agreement.	 	 	61	 
	Section 10.07 Successors and Assigns.	 	 	61	 
	Section 10.08 No Third-party Beneficiaries.	 	 	61	 
	Section 10.09 Amendment and Modification; Waiver.	 	 	61	 
	Section 10.10 Governing Law; Submission to Jurisdiction.	 	 	62	 
	Section 10.11 Specific Performance.	 	 	62	 
	Section 10.12 Counterparts.	 	 	62	 
	Section 10.13 Sellers’ Representative	 	 	62	 
	Section 10.14 Audited Financial Statements	 	 	63	 
	Section 10.15 Execution of this Agreement	 	 	64	 




 


 


 


 Annex




 


	Annex A	 	Defined Terms




 


 


 


 Exhibits




 


	Exhibit A	 	Form of Buyer Lease and Guaranty 
	Exhibit B	 	Form of Non-Competition Agreement 
	




     


     


    


	Exhibit C	 	Form of Escrow Agreement




 


 


 


 Schedules




 


	Schedule 2.07	 	Excluded Assets 
	Schedule 3.02	 	States Company is Qualified To Do Business 
	Schedule 3.03(a)	 	Authorized Capital Stock 
	Schedule 3.04	 	Subsidiaries 
	Schedule 3.05	 	Consents 
	Schedule 3.08(e)	 	Company Declaration/Payment of Dividends/Distributions 
	Schedule 3.08(i)	 	Incurrence of Indebtedness 
	Schedule 3.08(j)	 	Obsolete Equipment 
	Schedule 3.08(n)	 	Capital Investments/Loans 
	Schedule 3.08(r)	 	Bonuses, Etc. 
	Schedule 3.08(s)	 	New Hires/Promotions 
	Schedule 3.08(t)	 	Employment Contracts, Plans, Agreements 
	Schedule 3.09(a)	 	Material Contracts 
	Schedule 3.10(b)(i)	 	Customer-Owned Machines 
	Schedule 3.10(c)	 	Real Property 
	Schedule 3.12(a)	 	Company IP Registrations, Unregistered Trademarks, Software & Trade Secrets 
	Schedule 3.12(b)	 	Company IP Agreements 
	Schedule 3.12(c)	 	Non-Company Owned IP Registrations 
	Schedule 3.12(g)	 	IP Actions 
	Schedule 3.13(b)	 	Inventory 
	Schedule 3.15(a)	 	Material Customers 
	Schedule 3.15(b)	 	Material Suppliers 
	Schedule 3.16	 	Insurance 
	Schedule 3.17(a)	 	Actions 
	Schedule 3.18(a)	 	Permits 
	Schedule 3.19(b)	 	Environmental Permits 
	




     


     


    


	Schedule 3.19(e)	 	Storage Tanks 
	Schedule 3.19(f)	 	Hazardous Materials 
	Schedule 3.19(h)	 	Environmental Reports 
	Schedule 3.19(j)	 	Environmental Attributes 
	Schedule 3.20(a)	 	Benefit Plans 
	Schedule 3.20(c)	 	Multiemployer Plans 
	Schedule 3.21(a)	 	Employees, Independent Contractors, Etc. 
	Schedule 3.22(f)	 	Taxable Years 
	Schedule 3.22(s)	 	Taxable Foreign Jurisdictions 
	Schedule 4.02	 	Conflicts/Required Consents 
	Schedule 4.03	 	Brokers 
	Schedule 5.05	 	Officer and Director Resignations 
	Schedule 7.02(k)	 	Non-Compete Individuals




 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement (this "Agreement"), dated
as of January 30, 2018, is entered into between ERIC C. STAHL, individually ("Stahl"), GERTRUDE E. EPSTEIN, individually
("Epstein"), MARCIA L. ROSEN, individually ("Rosen"), ERIC C. STAHL CHILDREN’S TRUST, dated December
31, 1993 ("Trust 1"), GERTRUDE S. EPSTEIN CHILDREN’S TRUST, dated December 31, 1993 ("Trust 2"), MARCIA
L. ROSEN CHILDREN’S TRUST, dated December 31, 1993 ("Trust 3"), STAHL CHILDREN’S TRUST u/d/t December 31,
1993 f/b/o Eric C. Stahl ("Trust 4"), STAHL CHILDREN’S TRUST u/d/t December 31, 1993 f/b/o Gertrude Epstein ("Trust
5"), STAHL CHILDREN’S TRUST u/d/t December 31, 1993 f/b/o Marcia L. Rosen ("Trust 6", and collectively with
Stahl, Epstein, Rosen, Trust 1, Trust 2, Trust 3, Trust 4, and Trust 5, along with the named beneficiaries of each trust, the "Sellers"
and each a "Seller"), DIELECTRICS, INC., a Massachusetts corporation (the "Company"), and UFP TECHNOLOGIES,
INC., a Delaware corporation ("Buyer"). Stahl is also executing this Agreement in his capacity as Sellers’ Representative.
The Company, the Sellers, Sellers’ Representative, and Buyer are each individually referred to in this Agreement as a “Party”
and are collectively referred to in this Agreement as the "Parties."


 


RECITALS


 


WHEREAS, Sellers own all of the issued and outstanding shares of
common stock (the "Shares"), of the Company; and


 


WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase
from Sellers, the Shares, subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE I

Definitions


 


Section 1.01. Defined Terms. Terms used in this Agreement
have the meanings assigned to them in Annex A.


 


ARTICLE II

Purchase and sale


 


Section 2.01       
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell to Buyer,
and Buyer shall purchase from Sellers, the Shares, free and clear of all Encumbrances.


 






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Section 2.02       
Purchase Price. The aggregate purchase price for the Shares shall be Sixty Million and 00/100 Dollars ($60,000,000.00),
subject to adjustment pursuant to Section 2.04(a)(i)(A) hereof (the "Purchase Price"). The parties agree to allocate
the Purchase Price for tax purposes as provided in Section 6.05(b).


 


Section 2.03       
Transactions to be Effected at the Closing. 


 


(i)                 
At the Closing, Buyer shall:


 


deliver to Sellers’ Representative:


 


(A)              
the Closing Date Payment by wire transfer of immediately available funds to an account designated in writing by Sellers’
Representative to Buyer; and


 


(B)              
the Escrow Agreement/Ancillary Documents and all other agreements, documents, instruments or certificates required to be
delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.


 


(ii)               
pay, on behalf of the Company or Sellers, the following amounts:


 


(A)              
Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in
the amounts specified on the Closing Indebtedness Certificate; and


 


(B)              
any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts
specified on the Closing Transaction Expenses Certificate.


 


(iii)              
deliver to the Escrow Agent:


 


(A)              
the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements
therefrom in accordance with the Escrow Agreement, the "Indemnification Escrow Fund") by wire transfer of immediately
available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations
of Sellers set forth in ARTICLE VIII; and


 


(B)              
the Escrow Agreement.


 


(iv)             
deliver to Stahl:


 


(A)              
the Agreement for the Purchase and Sale of Personal Goodwill including the consideration due thereunder.


 






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(b)              
At the Closing, Sellers’ Representative shall deliver to Buyer:


 


(i)                 
stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock
powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and


 


(ii)               
the Escrow Agreement/Ancillary Documents and all other agreements, documents, instruments or certificates required to be
delivered by Sellers’ Representative at or prior to the Closing pursuant to Section 7.02 of this Agreement.


 


Section 2.04       
Purchase Price Adjustment and Closing Date Payment. 


 


(a)               
Closing Adjustment.


 


(i)                 
At the Closing, the Purchase Price shall be adjusted in the following manner:


 


(A)              
either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance
with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated
Closing Working Capital is less than the Target Working Capital;


 


(B)              
a decrease by the outstanding Indebtedness of the Company as of the open of business on the Closing Date;


 


(C)              
a decrease by the amount of unpaid Transaction Expenses of the Company as of the open of business on the Closing Date; and


 


(D)              
a decrease by the amount of the Indemnification Escrow Amount.


 


the net amount after giving effect to the adjustments
listed above shall be the "Closing Date Payment."


 


(ii)               
At least three Business Days before the Closing, Sellers’ Representative shall prepare and deliver to Buyer a statement
setting forth its good faith estimate of Closing Working Capital (the "Estimated Closing Working Capital"), which statement
shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated
herein), a calculation of Estimated Closing Working Capital (the "Estimated Closing Working Capital Statement"), and
a certificate of Sellers’ Representative that the Estimated Closing Working Capital Statement was prepared in accordance
with GAAP applied using consistent accounting methods, practices, principles, policies and procedures, with consistent classifications,
judgments and valuation and estimation methodologies used in the preparation of the interim Financial Statements for the most recent
month end.


 






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(b)              
Post-Closing Adjustment.


 


(i)                 
Within 60 days after the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative a statement setting
forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing
Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the "Closing
Working Capital Statement") and a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement
was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures,
with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the
Reviewed Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared
and reviewed as of a fiscal year end.


 


(ii)               
The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working
Capital or vice-versa as the case may be (the "Post-Closing Adjustment").


 


(c)               
Examination and Review.


 


(i)                 
Examination. After receipt of the Closing Working Capital Statement, Sellers’ Representative shall have 30 days (the
"Review Period") to review the Closing Working Capital Statement. During the Review Period, Sellers’ Representative
and Seller's Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared
by, Buyer and/or Buyer's Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical
financial information (to the extent in Buyer's possession) relating to the Closing Working Capital Statement as Sellers’
Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement
of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business
operations of Buyer or the Company.


 


(ii)               
Objection. On or prior to the last day of the Review Period, Sellers’ Representative may object to the Closing Working
Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in
reasonable detail, indicating each disputed item or amount and the basis for Sellers’ Representative’s disagreement
therewith (the "Statement of Objections"). If Sellers’ Representative fails to deliver the Statement of Objections
before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case
may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers’ Representative.
If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’
Representative shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections
(the "Resolution Period"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment
and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’
Representative, shall be final and binding.


 






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(iii)              
Resolution of Disputes. If Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the
matters set forth in the Statement of Objections before expiration of the Resolution Period, then as to any amounts remaining in
dispute ("Disputed Amounts" and any amounts not so disputed, the "Undisputed Amounts") Buyer and Sellers’
Representative shall appoint BDO USA, LLP (the "Independent Accountants") who, acting as experts and not arbitrators,
shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing
Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent
Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must
be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections,
respectively.


 


(iv)             
Fees of the Independent Accountants. The fees and expenses of the Independent Accountants shall be allocated one-half to
the Buyer, and one-half to the Sellers.


 


(v)               
Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable
within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of
the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be
conclusive and binding upon the parties hereto.


 


(d)              
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall
(A) be due (x) within five Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are
Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer
of immediately available funds to such account as is directed by Buyer or Sellers’ Representative, as the case may be.


 


(e)               
Adjustments for Tax Purposes. Any payments made pursuant to Section 2.04(a)(i)(A) shall be treated as an adjustment to the
Purchase Price by the parties for Tax purposes, unless otherwise required by Law.


 






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Section 2.05       
Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated
hereby shall take place at a closing (the "Closing") to be held at 10:00 a.m., Eastern Standard Time, no later than two
Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions
which, by their nature, are to be satisfied on the Closing Date), at the offices of Buyer or at such other time or on such other
date or at such other place as Sellers’ Representative and Buyer may mutually agree upon in writing (the day on which the
Closing takes place being the "Closing Date").


 


Section 2.06       
Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes
that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall
be treated as delivered to Sellers hereunder.


 


Section 2.07       
Excluded Assets. Notwithstanding anything contained herein to the contrary, the Parties acknowledge and agree that
the excluded assets listed on Schedule 2.07 (the “Excluded Assets”) are not intended to be included in the sale and
purchase hereunder and that the Company and the Sellers’ Representative may take such actions as are reasonably necessary
to cause the Company to assign all of its right, title and interest in and to such Excluded Assets to the Sellers (or a Person
designated by the Sellers’ Representative) immediately prior to Closing, and that the Excluded Assets shall be and remain
the property of the Sellers (or such Person designated by the Sellers’ Representative, as applicable) from and after the
Closing. The Sellers shall be liable for the payment of any Taxes payable with respect to any Excluded Assets, including, without
limitation, the transfer of the Excluded Assets to any Person.


 


ARTICLE III

Representations and warranties of sellers and company


 


Except as set forth in the correspondingly numbered Section of the
Disclosure Schedules, the Company and each of the Sellers, jointly and severally, represent and warrant to Buyer that the statements
contained in this ARTICLE III are true and correct as of the date hereof.


 


Section 3.01       
Organization and Authority of the Sellers. This Agreement has been duly authorized, executed and delivered by Sellers,
and when duly executed by all parties hereto and delivered to the Sellers, constitutes the legal, valid and binding obligation
of the Sellers, enforceable against the Sellers in accordance with its terms, subject to applicable bankruptcy, insolvency and
other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion
of courts in granting equitable remedies. The execution, delivery and performance by the Sellers of this Agreement and the other
agreements, instruments and documents to which Seller is a party and the consummation by the Sellers of the transactions contemplated
hereunder and thereby do not (i) violate any applicable Law to which any Seller is subject, or (ii) require a consent or approval
that has not been obtained, or conflict with, result in a violation or breach of, or constitute a default under any Contract to
which a Seller is a party, by which a Seller is bound or to which any of the Shares is subject.


 






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Section 3.02       
Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing
and in good standing under the Laws of the Commonwealth of Massachusetts and has full corporate power and authority to own, operate
or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently
conducted. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified
to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which
the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification
necessary. All corporate actions taken by the Company in connection with this Agreement and the Escrow Agreement/Ancillary Documents
will be duly authorized on or prior to the Closing.


 


Section 3.03       
Capitalization. 


 


(a)               
The authorized capital stock of the Company is set forth in Schedule 3.03(a), and consists of 200,000 shares of common stock,
("Common Stock"), of which 3,600 shares are issued and outstanding and constitute the Shares. All of the Shares have
been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Sellers, free
and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the
Shares, free and clear of all Encumbrances.


 


(b)              
All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement,
arrangement or commitment to which Sellers or the Company are a party or is subject to or in violation of any preemptive or similar
rights of any Person.


 


(c)               
There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements
or commitments of any character relating to the capital stock of the Company or obligating Sellers or the Company to issue or sell
any shares of capital stock of, or any other interest in, the Company. The Company does not have outstanding or authorized any
stock appreciation, phantom stock, profit participation or similar rights. Other than that certain DIELECTRICS, INC. VOTING TRUST
AGREEMENT u/d/t dated September 1, 2017, there are no stockholder agreements, proxies or other agreements or understandings in
effect with respect to the voting or transfer of any of the Shares.


 


Section 3.04       
No Subsidiaries. Except as set forth on Section 3.04 of the Disclosure Schedules, the Company does not own, or have
any interest in any shares or have an ownership interest in any other Person.


 






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Section 3.05       
No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Escrow Agreement/Ancillary
Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:
(a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws
or other organizational documents of Sellers or the Company; (b) conflict with or result in a violation or breach of any provision
of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure
Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of,
constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result
in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Sellers
or the Company is a party or by which Sellers or the Company is bound or to which any of their respective properties and assets
are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d)
result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company.
No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required
by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Escrow Agreement/Ancillary
Documents and the consummation of the transactions contemplated hereby and thereby.


 


Section 3.06       
Financial Statements. Complete copies of the Company's reviewed financial statements consisting of the balance sheet
of the Company as at December 31 in each of the years 2016 and 2015 and the related statements of income and cash flow for the
years then ended (the "Reviewed Financial Statements"), and unaudited normalized financial statements consisting of the
balance sheet of the Company as of June 30, 2017 and the related statements of income and cash flow for the six-month period then
ended (the “Interim Financial Statements” and together with the Reviewed Financial Statements, the “Financial
Statements”). The 2016 and 2015 Financial Statements have been prepared in accordance with GAAP applied on a consistent basis
throughout the years involved. The unaudited normalized June 30, 2017 financial statements are presented on a basis normalized
to reflect certain discretionary officer compensation as distributions on the statement of cash flows and excluded the related
expense from the income statements, as previously disclosed on presentation of those statements. In addition, the June financial
statements exclude certain normal and recurring year-end adjustments (the effect of which will not be materially adverse) and notes
to the financial statements (that, if presented, would not differ materially from those presented in the Reviewed Financial Statements).
The Financial Statements are based on the books and records of the Company, and fairly present the financial condition of the Company
as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated, except
as otherwise noted here or on the financial statements. The balance sheet of the Company as of June 30, 2017 is referred to herein
as the "Balance Sheet" and the date thereof as the "Balance Sheet Date" and the balance sheet of the Company
as of June 30, 2017 is referred to herein as the "Interim Balance Sheet" and the date thereof as the "Interim Balance
Sheet Date". The Company maintains a standard system of accounting established and administered in accordance with internal
financial statements that the Company maintains as a standard system.


 






    	 	 	8



     


    

Section 3.07       
Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted
or unasserted, known (or to the Company's Knowledge unknown), absolute or contingent, accrued or unaccrued, matured or unmatured
or otherwise ("Liabilities"), except (a) those which are adequately reflected or reserved against in the Balance Sheet
as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice
since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.


 


Section 3.08       
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course
of business consistent with past practice, there has not been, with respect to the Company, any:


 


(a)               
event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect;


 


(b)              
amendment of the charter, by-laws or other organizational documents of the Company;


 


(c)               
split, combination or reclassification of any shares of its capital stock;


 


(d)              
issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase
or obtain (including upon conversion, exchange or exercise) any of its capital stock;


 


(e)               
declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase
or acquisition of its capital stock, except as set forth in Schedule 3.08(e);


 


(f)               
material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed
in the notes to the Financial Statements;


 


(g)              
material change in the Company's cash management practices and its policies, practices and procedures with respect to collection
of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control,
prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer
deposits;


 


(h)              
entry into any Contract that would constitute a Material Contract;


 


(i)                
incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities
incurred in the ordinary course of business consistent with past practice, except as set forth in Schedule 3.08(i);


 






    	 	 	9



     


    

(j)                
transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation
of any debts or entitlements except for such obsolete equipment as set forth in Schedule 3.08(j);


 


(k)              
transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property
or Company IP Agreements;


 


(l)                
abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take
or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual
Property;


 


(m)            
damage, destruction or loss in excess of $50,000 in the aggregate (whether or not covered by insurance) to its property;


 


(n)              
any capital investment in, or any loan to, any other Person excluding loans to employees up to Five Hundred ($500) Dollars
as set forth in Schedule 3.08(n);


 


(o)              
acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited
to, any Material Contract) to which the Company is a party or by which it is bound;


 


(p)              
any capital expenditures in excess of $250,000 in the aggregate;


 


(q)              
imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;


 


(r)                
except as set forth in Schedule 3.08(r), (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages,
salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors,
independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii)
change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses
exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee,
officer, director, independent contractor or consultant;


 


(s)               
except as set forth in Schedule 3.08(s) hiring or promoting any person as or to (as the case may be) management level or
hiring or promoting any employee below management level except to fill a vacancy in the ordinary course of business;


 


(t)                
except as set forth in Schedule 3.08(t) adoption, modification or termination of any: (i) employment, severance, retention
or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan
or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;


 






    	 	 	10



     


    

(u)              
any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current
or former directors, officers and employees, except as shown in Schedules 3.08(i) and 3.08(j);


 


(v)              
entry into a new line of business or abandonment or discontinuance of existing lines of business;


 


(w)            
adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy
under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any
similar Law;


 


(x)              
purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of
$10,000, individually (in the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term
of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business
consistent with past practice;


 


(y)              
acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any
other manner, any business or any Person or any division thereof;


 


(z)               
action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax
Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the
Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or


 


(aa)           
any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.


 


Section 3.09       
Material Contracts. 


 


(a)               
Section 3.09(a) of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together
with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage
contracts) listed or otherwise disclosed in Section 3.10(c) of the Disclosure Schedules and all Company IP Agreements, being "Material
Contracts"):


 


(i)                 
each Contract of the Company involving aggregate consideration in excess of $50,000 and which, in each case, cannot be cancelled
by the Company without penalty or without more than 60 days' notice;


 






    	 	 	11



     


    

(ii)               
all Contracts that require the Company to purchase its total requirements of any product or service from a third party or
that contain "take or pay" provisions;


 


(iii)              
all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental
or other Liability of any Person;


 


(iv)             
all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any
other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);


 


(v)               
all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing
consulting and advertising Contracts to which the Company is a party;


 


(vi)             
all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the
Company is a party and which are not cancellable without material penalty or without more than 60 days' notice;


 


(vii)            
except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation,
guarantees) of the Company;


 


(viii)          
all Contracts with any Governmental Authority to which the Company is a party ("Government Contracts");


 


(ix)             
all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person
or in any geographic area or during any period of time;


 


(x)               
any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by
the Company;


 


(xi)             
all Contracts between or among the Company on the one hand and Sellers or any Affiliate of Sellers (other than the Company)
on the other hand;


 


(xii)            
all collective bargaining agreements or Contracts with any Union to which the Company is a party; and


 


(xiii)          
any other Contract that is material to the Company and not previously disclosed pursuant to this Section 3.09.


 


(b)              
Each Material Contract (i) is valid and binding on the Company in accordance with its terms and is in full force and effect;
(ii) the Company is not, and , to the Knowledge of the Company, any other party thereto is not, in breach of or default under (or
is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material
Contract; and (iii) no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event
of default by Company, or, to the Knowledge of Company, by any other party thereto, under any Material Contract or result in a
termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit
thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto
and waivers thereunder) have been made available to Buyer.


 






    	 	 	12



     


    

Section 3.10       
Title to Assets; Real Property. 


 


(a)               
The Company does not own any Real Property.


 


(b)              
The Company has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other
assets reflected in the Reviewed Financial Statements or acquired after the Balance Sheet Date, other than properties and assets
sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All
such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively
referred to as "Permitted Encumbrances"):


 


(i)                 
those items set forth in Section 3.10(b)(i) of the Disclosure Schedules, which includes, customer-owned machines for custom
orders, which machines are not owned by the company but are on the premises and some of which may be considered abandoned property;


 


(ii)               
liens for Taxes not yet due and payable;


 


(iii)              
mechanics, carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business
consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material
to the business of the Company;


 


(iv)             
easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually
or in the aggregate, material to the business of the Company; or


 


(v)               
liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered
into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material
to the business of the Company; or


 


(vi)             
except for immaterial imperfections of title and encumbrances, if any, which do not individually or in the aggregate, materially
detract from the value, or interfere with the Company's or Buyer's future use, or materially impair the operation of the Company
or the value of the Company's assets.


 






    	 	 	13



     


    

(c)               
Section 3.10(c) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property
is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration
of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect
to leased Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting
the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person
any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property
in the conduct of the Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement,
license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned
or leased by a Person other than the Company. To the Knowledge of the Company there are no Actions pending nor threatened against
or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain
proceedings.


 


Section 3.11       
Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment,
vehicles and other items of tangible personal property of the Company are structurally sound, are in good operating condition and
repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures,
machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary,
routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures,
machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together
with all other properties and assets of the Company (including, without limitation, the shipping containers in the rear parking
lot and storage trailer by loading docks), are sufficient in all material respects for the continued conduct of the Company's business
after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the material rights,
property and assets necessary to conduct the business of the Company as currently conducted.


 


Section 3.12       
Intellectual Property.


 


(a)               
Section 3.12(a) of the Disclosure Schedules contains a correct, current, and complete list of all (i) Company IP Registrations,
specifying as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by
or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration,
or filing date; and the current status; and (ii) all unregistered Trademarks included in the Company's Intellectual Property; (iii)
all proprietary Software of the Company; and iv) general categories of Trade Secrets. All required filings and fees related to
the Company IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars,
and all Company IP Registrations are otherwise in good standing.


 






    	 	 	14



     


    

(b)              
Section 3.12(b) of the Disclosure Schedules contains a correct, current, and complete list of all Company IP Agreements,
specifying for each the date, title, and parties thereto. Sellers have provided Buyer with true and complete copies (or in the
case of any oral agreements, a complete and correct written description) of all such Company IP Agreements, including all modifications,
amendments and supplements thereto and waivers thereunder. Each Company IP Agreement is valid and binding on the Company in accordance
with its terms and is in full force and effect. Neither the Company nor, to the Knowledge of the Company, any other party thereto
is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or
intention to terminate (including by non-renewal), any Company IP Agreement.


 


(c)               
Except as set forth in Section 3.12(c) of the Disclosure Schedules, the Company is the sole and exclusive legal and beneficial,
and with respect to the Company IP Registrations, record, owner of all right, title, and interest in and to the Company Intellectual
Property, has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the
conduct of the Company's business as currently conducted or as proposed to be conducted, in each case, free and clear of Encumbrances
other than Permitted Encumbrances. The Company has entered into binding, valid and enforceable, written Contracts with each current
(and, except as set forth in Section 3.12(c) of the Disclosure Schedules, to the Knowledge of the Company, former employee with
in the last 10 years) employee and independent contractor who is or was involved in or has contributed to the invention, creation,
or development of any Intellectual Property during the course of employment or engagement with the Company, the forms of which
are attached hereto as Schedule 3.12(c). For purposes of clarity, the foregoing shall not apply to independent contractors performing
routine repair, maintenance, electrical or plumbing services who are not or were not involved in or have contributed to the invention,
creation, or development of any Intellectual Property during the course of such independent contractor’s engagement with
the Company.


 


(d)              
Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated
hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent
of any other Person in respect of, the Company's right to own or use any Company Intellectual Property or any Intellectual Property
subject to any Company IP Agreement.


 


(e)               
All of the Company IP Registrations (other than pending applications for any Company IP Registrations) are (i) valid; (ii)
enforceable, and (iii) subsisting and in full force and effect. The Company has taken all reasonable and necessary steps to maintain
and enforce the Company Intellectual Property and to preserve the confidentiality of all Trade Secrets included in the Company
Intellectual Property, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements.


 






    	 	 	15



     


    

(f)               
 To the Knowledge of the Company, conduct of the Company's business as currently and formerly conducted and as proposed
to be conducted, and the products, processes and services of the Company, have not infringed, misappropriated or otherwise violated,
and will not infringe, misappropriate or otherwise violate, the Intellectual Property or other rights of any Person. To the Knowledge
of the Company, no Person has infringed, misappropriated or otherwise violated any Company Intellectual Property or Licensed Intellectual
Property.


 


(g)              
Except as set forth in Section 3.12(g) of the Disclosure Schedules, there are no Actions (including any opposition, cancellation,
revocation, review, or other proceeding) settled (for the six year period prior to the Closing Date), pending or threatened (including
in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation by the Company
of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registrability, patentability, or ownership
of any Company Intellectual Property; or (iii) by the Company or, to the Knowledge of the Company, any other Person alleging any
infringement, misappropriation, or violation by any Person of the Company's Intellectual Property. Neither Sellers nor the Company
is aware of any facts or circumstances that could reasonably be expected to give rise to any such Action. Company is not subject
to any outstanding or, to the Knowledge of the Company, any prospective Governmental Order (including any motion or petition therefor)
that does or could reasonably be expected to restrict or impair the use of any Company Intellectual Property.


 


(h)              
The computer hardware, servers, networks, platforms, peripherals, data communication lines, and other information technology
equipment and related systems, including any outsourced systems and processes, that are owned or used by the Company ("Company
Systems") are reasonably sufficient for the immediate and anticipated needs of the Company's business. In the past eighteen
(18) months, there has been no unauthorized access, use, intrusion, or breach of security, or failure, breakdown, performance reduction,
or other adverse event affecting any Company Systems, that has caused or could reasonably be expected to cause any: (i) substantial
disruption of or interruption in or to the use of such Company Systems or the conduct of the Company's business; (ii) material
loss, destruction, damage, or harm of or to the Company or its operations, personnel, property, or other assets; or (iii) liability
of any kind to the Company. The Company has taken all reasonable actions, consistent with applicable industry best practices, to
protect the integrity and security of the Company Systems and the data and other information stored or processed thereon. The Company
(x) maintains commercially reasonable backup and data recovery, disaster recovery, and business continuity plans, procedures, and
facilities; (y) acts in compliance therewith; and (z) monitors such plans and procedures on an ongoing basis, and such plans and
procedures have been proven effective upon such monitoring.


 


Section 3.13       
Inventory.


 






    	 	 	16



     


    

(a)               
All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and
salable in the ordinary course of business consistent with past practice. All such inventory is owned by the Company free and clear
of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials,
work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.


 


(b)              
All inventory set forth on Schedule 3.13(b) (except raw materials purchases subject to minimum order quantities or for legitimate
business purposes in the ordinary course of business consistent with past practice along with raw materials held for customers
subject to customer deposits, and raw material commitments) shall be used or sold within ten (10) months of the Closing Date.


 


Section 3.14       
Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising
after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the
rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims
of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in
the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim
Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of
the Company, are collectible in full within 120 days after billing. The reserve for bad debts shown on the Interim Balance Sheet
or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company
have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures
normally made in footnotes.


 


Section 3.15       
Customers and Suppliers. 


 


(a)               
Section 3.15(a) of the Disclosure Schedules sets forth a list of (i) each customer who has paid aggregate consideration
to the Company for goods or services rendered in an amount greater than or equal to $200,000 for either of the two most recent
fiscal years (collectively, the "Material Customers"); and (ii) the amount of consideration paid by each Material Customer
during such periods. The Company has not received any notice, and has no reason to believe, that any of its Material Customers
has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce
its relationship with the Company.


 


(b)              
Section 3.15(b) of the Disclosure Schedules sets forth (i) each supplier to whom the Company has paid consideration for
goods or services rendered in an amount greater than or equal to $100,000 for either of the two most recent fiscal years (collectively,
the "Material Suppliers"); and (ii) the amount of purchases from each Material Supplier during such periods. The Company
has not received any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends to cease,
to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.


 






    	 	 	17



     


    

Section 3.16       
Insurance. Section 3.16 of the Disclosure Schedules sets forth a true and complete list of all current policies or
binders of fire, liability, product liability, umbrella liability, real and personal property, workers' compensation, vehicular,
directors' and officers' liability, fiduciary liability and other casualty and property insurance maintained by the Company or
its Affiliates and relating to the assets, business, operations, employees, officers and directors of the Company (collectively,
the "Insurance Policies") and true and complete copies of such Insurance Policies have been made available to Buyer.
Such Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the
transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates (including the Company) has received
any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance
Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid
prior to Closing in accordance with the payment terms of each Insurance Policy. Except as set forth in Section 3.16 of the Disclosure
Schedules, the Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on
the part of the Company. All such Insurance Policies (a) are valid and binding in accordance with their terms; (b) are provided
by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. There are no claims related to
the business of the Company pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed
or in respect of which there is an outstanding reservation of rights. None of Sellers or any of their Affiliates (including the
Company) is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such
Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business
similar to the Company and are sufficient for compliance with all applicable Laws and Contracts to which the Company is a party
or by which it is bound.


 


Section 3.17       
Legal Proceedings; Governmental Orders. 


 


(a)               
Except as set forth in Section 3.17(a) of the Disclosure Schedules, to the Knowledge of the Company there are no Actions
pending or threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any
Affiliate thereof and relating to the Company); or (b) against or by the Company, Sellers or any Affiliate of Sellers that challenges
or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Knowledge of the Company
no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.


 


(b)              
There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the
Company or any of its properties or assets.


 


Section 3.18       
Compliance With Laws; Permits. 


 






    	 	 	18



     


    

(a)               
The Company has complied, and is now complying, with all Laws applicable to it or its business, properties or assets, except
for immaterial noncompliance, if any, the Losses of which, individually, would not exceed the $17,500 threshold as provided in
Section 8.04(a)(iii).


 


(b)              
All Permits required for the Company to conduct its business have been obtained by it and are valid and in full force and
effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.18(b) of the
Disclosure Schedules lists all current Permits issued to the Company, including the names of the Permits and their respective dates
of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected
to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.18(b) of the Disclosure Schedules.


 


Section 3.19       
Environmental Matters. 


 


(a)               
The Company is currently and has been in compliance with all Environmental Laws, except for immaterial noncompliance, if
any, the Losses of which, individually, would not exceed the $17,500 threshold as provided in Section 8.04(a)(iii). The Company
has not, and the Sellers have not, received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written
request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source
of ongoing obligations or requirements as of the Closing Date.


 


(b)              
The Company has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section
3.19(b) of the Disclosure Schedules) necessary for the ownership, lease, operation or use of the business or assets of the Company
and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by Sellers through
the Closing Date in accordance with Environmental Law, and neither Sellers nor the Company is aware of any condition, event or
circumstance that might prevent or impede, after the Closing Date, the ownership, lease, operation or use of the business or assets
of the Company as currently carried out. With respect to any such Environmental Permits, Sellers have undertaken, or will undertake
prior to the Closing Date, all measures necessary to facilitate transferability of the same, and neither the Company nor the Sellers
are aware of any condition, event or circumstance that might prevent or impede the transferability of the same, nor are they aware
of any Environmental Notice or written communication regarding any material adverse change in the status or terms and conditions
of the same.


 


(c)               
No real property currently or formerly owned, operated or leased by the Company is listed on, or has been proposed for listing
on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.


 


(d)              
There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets
of the Company or any real property currently or formerly owned, operated or leased by the Company, and neither the Company nor
Sellers have received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection
with the business of the Company (including soils, groundwater, surface water, buildings and other structure located on any such
real property) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental
Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Sellers or the Company.


 






    	 	 	19



     


    

(e)               
Section 3.19(e) of the Disclosure Schedules contains a complete and accurate list of all active, or abandoned, aboveground
or underground storage tanks owned or operated by the Company since November 28, 1978.


 


(f)               
Section 3.19(f) of the Disclosure Schedules contains a complete and accurate list of all off-site Hazardous Materials treatment,
storage, or disposal facilities or locations used by the Company or Sellers and any predecessors as to which the Company or Sellers
may retain liability, and none of these facilities or locations has been placed or proposed for placement on the National Priorities
List (or CERCLIS) under CERCLA, or any similar state list, and neither Sellers nor the Company has received any Environmental Notice
regarding potential liabilities with respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or
locations used by the Company or Sellers.


 


(g)              
Neither Sellers nor the Company has retained or assumed, by contract or operation of Law, any liabilities or obligations
of third parties under Environmental Law.


 


(h)              
Sellers have provided or otherwise made available to Buyer and listed in Section 3.19(h) of the Disclosure Schedules: (i)
any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models
and other similar documents with respect to the business or assets of the Company or any currently or formerly owned, operated
or leased real property which are in the possession or control of the Sellers or Company related to compliance with Environmental
Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents
concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or
emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation,
costs of remediation, pollution control equipment and operational changes.


 


(i)                
Neither the Sellers nor the Company is aware of or reasonably anticipates, as of the Closing Date, any condition, event
or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede
or materially increase the costs associated with the ownership, lease, operation, performance or use of the business or assets
of the Company as currently carried out.


 


(j)                
Sellers own and control all Environmental Attributes (a complete and accurate list of which is set forth in Section 3.19(j)
of the Disclosure Schedules) and has not entered into any contract or pledge to transfer, lease, license, guarantee, sell, mortgage,
pledge or otherwise dispose of or encumber any Environmental Attributes as of the date hereof. Neither Sellers nor the Company
is aware of any condition, event or circumstance that might prevent, impede or materially increase the costs associated with the
transfer (if required) to Buyer of any Environmental Attributes after the Closing Date.


 






    	 	 	20



     


    

Section 3.20       
Employee Benefit Matters. 


 


(a)               
Section 3.20(a) of the Disclosure Schedules contains a true and complete list of each pension, benefit, retirement, compensation,
employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based,
change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section
125 cafeteria, fringe benefit and other similar agreement (excluding Success Bonuses), plan, policy, program or arrangement (and
any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each "employee
benefit plan" within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA,
which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of
any current or former employee, officer, director, retiree, independent contractor or consultant of the Company or any spouse or
dependent of such individual, or under which the Company or any of its ERISA Affiliates has or may have any Liability, or with
respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as
listed on Section 3.20(a) of the Disclosure Schedules, each, a "Benefit Plan"). The Company has separately identified
in Section 3.20(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in control provision and (ii) each
Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company primarily for the benefit
of employees outside of the United States (a "Non-U.S. Benefit Plan").


 


(b)              
With respect to each Benefit Plan, Sellers have made available to Buyer accurate, current and complete copies of each of
the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where
the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies
of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements
and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as
a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries
of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications
(or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended
to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the
Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification;
(vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with
all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans
with respect to the two most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the
Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor,
Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit
Plan.


 






    	 	 	21



     


    

(c)               
Except as set forth in Section 3.20(c) of the Disclosure Schedules, each Benefit Plan and any related trust (other than
any multiemployer plan within the meaning of Section 3(37) of ERISA (each a "Multiemployer Plan")) has been established,
administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA and, the Code
and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the
Code (a "Qualified Benefit Plan") is so qualified and received a favorable and current determination letter from the
Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter
plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to
the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal
income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected
to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that
has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period
on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under
Sections 4975 or 4980H of the Code.


 


No pension plan (other than a Multiemployer Plan) which is
subject to minimum funding requirements, including any multiple employer plan, (each, a "Single Employer Plan") in which
employees of the Company or any ERISA Affiliate participate or have participated has an "accumulated funding deficiency",
whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the
Code. No Single Employer Plan covering employees of the Company which is a defined benefit plan has an "adjusted funding target
attainment percentage," as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating
to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting
principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to
the extent required by, and in accordance with, GAAP.


 


(d)              
Neither the Company nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or
indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law
relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn
from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c)
of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (v) participated in a
multiple employer welfare arrangements (MEWAs).


 






    	 	 	22



     


    

(e)               
With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan, and (A) all contributions required to be paid
by the Company or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan; (B) neither the Company nor
any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete
withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material liability to the Company and
no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; (ii) no such
plan is a "multiple employer plan" within the meaning of Section 413(c) of the Code or a "multiple employer welfare
arrangement" (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation
to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained
or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no "reportable
event," as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived has occurred
with respect to any such plan.


 


(f)               
Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without
material liabilities to Buyer, the Company or any of their Affiliates other than ordinary administrative expenses typically incurred
in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer,
director, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit
Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement
or otherwise.


 


(g)              
Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination
or retiree health benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any Liability
to provide post-termination or retiree health benefits to any individual or ever represented, promised or contracted to any individual
that such individual would be provided with post-termination or retiree health benefits.


 


(h)              
There is no pending or threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit
Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority
or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction or similar
program sponsored by any Governmental Authority.


 


(i)                
There has been no amendment to, announcement by Sellers, the Company or any of their Affiliates relating to, or change in
employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense
of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de
minimis basis) with respect to any director, officer, employee, independent contractor or consultant, as applicable. None of Sellers,
the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any director, officer,
employee, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit
Plan or any collective bargaining agreement.


 






    	 	 	23



     


    

(j)                
Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the
operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices,
rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify or otherwise
reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.


 


(k)              
Each individual who is classified by the Company as an independent contractor has been properly classified for purposes
of participation and benefit accrual under each Benefit Plan.


 


(l)                
Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or
upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent
contractor or consultant of the Company to severance pay or any other payment (other than any Success Bonuses); (ii) accelerate
the time of payment, funding or vesting, or increase the amount of compensation (including stock-based compensation) due to any
such individual; (iii) limit or restrict the right of the Company to merge, amend, or terminate any Benefit Plan; (iv) increase
the amount payable under or result in any other material obligation pursuant to any Benefit Plan; (v) result in "excess parachute
payments" within the meaning of Section 280G(b) of the Code; or (vi) require a "gross-up" or other payment to any
"disqualified individual" within the meaning of Section 280G(c) of the Code. Sellers have made available to Buyer true
and complete copies of any Section 280G calculations prepared (whether or not final) with respect to any disqualified individual
in connection with the transactions.


 


Section 3.21       
Employment Matters. 


 


(a)               
Section 3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or
consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid,
authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including
whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v)
commission, bonus, success fee arrangement, or other incentive-based compensation; and (vi) a description of the fringe benefits
provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions,
bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Company for services
performed on or prior to the date hereof have been paid in full (or accrued in full on the reviewed balance sheet contained in
the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Company with
respect to any compensation, commissions, bonuses or fees.


 






    	 	 	24



     


    

(b)              
The Company is not, and has not been for the past 6 years, a party to, bound by, or negotiating any collective bargaining
agreement or other Contract with a union, works council or labor organization (collectively, "Union"), and there is not,
and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Company, and
no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has
never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime
or other similar labor disruption or dispute affecting the Company or any of its employees. The Company has no duty to bargain
with any Union.


 


(c)               
The Company has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger
the WARN Act.


 


Section 3.22       
Taxes.


 


(a)               
All Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed. Such
Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due and owing by the Company (whether or not
shown on any Tax Return) have been, or will be, timely paid.


 


(b)              
The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing
to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting
and backup withholding provisions of applicable Law.


 


(c)               
No claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that it is,
or may be, subject to Tax by that jurisdiction.


 


(d)              
No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company.


 


(e)               
The amount of the Company's Liability for unpaid Taxes for all periods ending on or before December 31, 2016 does not, in
the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Financial Statements.
The amount of the Company's Liability for unpaid Taxes for all periods following the end of the recent period covered by the Financial
Statements shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted
for the passage of time in accordance with the past custom and practice of the Company (and which accruals shall not exceed comparable
amounts incurred in similar periods in prior years).


 






    	 	 	25



     


    

(f)               
Section 3.22(f) of the Disclosure Schedules sets forth:


 


(i)                 
the taxable years of the Company as to which the applicable statutes of limitations on the assessment and collection of
Taxes have not expired;


 


(ii)               
those years for which examinations by the taxing authorities have been completed; and


 


(iii)              
those taxable years for which examinations by taxing authorities are presently being conducted.


 


(g)              
All deficiencies asserted, or assessments made, against the Company as a result of any examinations by any taxing authority
have been fully paid.


 


(h)              
The Company is not a party to any Action by any taxing authority. To the Knowledge of the Company, there are no pending
or threatened Actions by any taxing authority.


 


(i)                
Sellers have delivered to Buyer copies of all federal, state, local and foreign income, franchise and similar Tax Returns,
examination reports, and statements of deficiencies assessed against, or agreed to by, the Company for all Tax periods ending after
December 31, 2016.


 


(j)                
There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.


 


(k)              
The Company is not a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.


 


(l)                
No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into
or issued by any taxing authority with respect to the Company.


 


(m)            
The Company has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. The Company
has no Liability for Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding
provision of state, local or foreign Law), as transferee or successor, by contract or otherwise.


 






    	 	 	26



     


    

(n)              
The Company will not be required to include any item of income in, or exclude any item or deduction from, taxable income
for any taxable period or portion thereof ending after the Closing Date as a result of:


 


(i)                 
any change in a method of accounting under Section 481 of the Code (or any comparable provision of state, local or foreign
Tax Laws), or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date;


 


(ii)               
an installment sale or open transaction occurring on or prior to the Closing Date;


 


(iii)              
any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign Law; or


 


(iv)             
any election under Section 108(i) of the Code.


 


(o)              
None of Sellers is a "foreign person" as that term is used in Treasury Regulations Section 1.1445-2. The Company
is not, nor has it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during
the applicable period specified in Section 897(c)(1)(a) of the Code.


 


(p)              
The Company has not been a "distributing corporation" or a "controlled corporation" in connection with
a distribution described in Section 355 of the Code.


 


(q)              
The Company is not, and has not been, a party to, or a promoter of, a "reportable transaction" within the meaning
of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b).


 


(r)                
There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits
or similar items of the Company under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and
comparable provisions of state, local or foreign Law).


 


(s)               
Section 3.22(s) of the Disclosure Schedules sets forth all foreign jurisdictions in which the Company is subject to Tax,
is engaged in business or has a permanent establishment. The Company has not entered into a gain recognition agreement pursuant
to Treasury Regulations Section 1.367(a)-8. The Company has not transferred an intangible the transfer of which would be subject
to the rules of Section 367(d) of the Code.


 


(t)                
The Company has complied in all material respects with applicable Laws concerning escheat and unclaimed property, and has
timely filed with the appropriate Governmental Authority all escheat or unclaimed property reports required to have been filed
by it.


 






    	 	 	27



     


    

Section 3.23       
Books and Records. The minute books and stock record books of the Company, all of which have been made available
to Buyer, are complete and correct. The minute books of the Company contain accurate and complete records of all meetings, and
actions taken by written consent of, the stockholders, the board of directors and any committees of the board of directors of the
Company, and no meeting, or action taken by written consent, of any such stockholders, board of directors or committee has been
held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and
records will be in the possession of the Company.


 


Section 3.24       
Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission
in connection with the transactions contemplated by this Agreement or the Escrow Agreement/any other Ancillary Document based upon
arrangements made by or on behalf of Sellers.


 


Section 3.25       
Full Disclosure. No representation or warranty by Sellers or the Company in this Agreement and no statement contained
in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant
to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements
contained therein, in light of the circumstances in which they are made, not misleading. There is no event or circumstance which
Sellers or the Company has not disclosed to Buyer which could reasonably be expected to have a Material Adverse Effect.


 


 


 


ARTICLE IV

Representations and warranties of buyer


 


Buyer represents and warrants to Sellers that the statements contained
in this ARTICLE IV are true and correct as of the date hereof.


 


Section 4.01       
Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing
under the Laws of the State of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the Escrow
Agreement/Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the Escrow Agreement/any
Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation
by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the
part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery
by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with
its terms.


 






    	 	 	28



     


    

Section 4.02       
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the Escrow Agreement/Ancillary
Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:
(a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws
or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or
Governmental Order applicable to Buyer; or (c) except as set forth in Section 4.02 of the Disclosure Schedules, require the consent,
notice or other action by any Person under any Contract to which Buyer is a party. No consent, approval, Permit, Governmental Order,
declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with
the execution and delivery of this Agreement and the Escrow Agreement/Ancillary Documents and the consummation of the transactions
contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices
which, in the aggregate, would not have a Material Adverse Effect.


 


Section 4.03       
Brokers. Except as set forth in Section 4.03 of the Disclosure Schedules, no broker, finder or investment banker
is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement
or the Escrow Agreement/any Ancillary Document based upon arrangements made by or on behalf of Buyer.


 


Section 4.04       
Legal Proceedings. There are no Actions pending against or by Buyer or any Affiliate of Buyer that challenge or seek
to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist
that may give rise or serve as a basis for any such Action.


 


Section 4.05       
Acknowledgement. Buyer acknowledges, represents, and agrees, that (i) it has not relied upon any representation,
statement, or information of any nature made or provided by or on behalf of Sellers or the Company, except for the representations
of the Company expressly set forth in this Agreement, and (ii) it waives any right Buyer may have against Sellers or Company with
respect to any such representation, statement, or information. Notwithstanding any provision in this Agreement, including without
limitation, this Section 4.05, Article VIII, or Section 10.06, Buyer expressly reserves and does not intend to waive any rights,
remedies or claims based on Fraud. Sellers acknowledge Sellers and Sellers’ representatives have provided Buyer certain information
prior to the execution of the execution of this Agreement and the prior to the Closing. The disclaimers of Buyer contained in this
Section 4.05 apply solely to limit the representations and warranties that may form the basis of a claim of a breach of this Agreement
or indemnity under Article VIII hereof and are not intended and shall not be construed to preclude a claim by Buyer based on Fraud.


 


ARTICLE V

Covenants


 


Section 5.01       
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in
this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall,
and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past
practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise
of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers,
regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until
the Closing Date, Sellers shall:


 






    	 	 	29



     


    

(a)               
cause the Company to preserve and maintain all of its Permits;


 


(b)              
cause the Company to pay its debts, Taxes and other obligations when due, unless disputed in good faith and with adequate
reserves;


 


(c)               
cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as
they were on the date of this Agreement, subject to reasonable wear and tear and obsolescence;


 


(d)              
cause the Company to continue in full force and effect without adverse modification all Insurance Policies, except as required
by applicable Law;


 


(e)               
cause the Company to defend and protect its properties and assets from infringement or usurpation;


 


(f)               
cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets
or business, except to the extent the Company's customers may fail to provide deposit, materials or specifications to allow Company
to so perform;


 


(g)              
cause the Company to maintain its books and records in accordance with past practice;


 


(h)              
cause the Company to comply in all material respects with all applicable Laws, if failure to comply would not cause a Material
Adverse Effect; and


 


(i)                
cause the Company not to take or permit any action that would cause any of the changes, events or conditions described in
Section 3.08 to occur.


 


Section 5.02       
Access to Information. From the date hereof until the Closing, Sellers shall, and shall cause the Company to, (a)
afford Buyer and its Representatives full and free access to and the right to inspect all of the Real Property, properties, assets,
premises, books and records, Contracts and other documents and data related to the Company; (b) furnish Buyer and its Representatives
with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may
reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate with Buyer in its investigation
of the Company. Without limiting the foregoing: (i) Sellers shall permit Buyer and its Representatives to conduct environmental
due diligence of the Company and the Real Property, including the collecting and analysis of samples of indoor or outdoor air,
surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and the Real Property; (ii) Sellers
shall permit Buyer and its Representatives to interview key employees of the Company, key customers, and regulatory authorities
in regard to the business of the Company. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as
not to interfere unreasonably with the conduct of the business of Sellers or the Company.


 






    	 	 	30



     


    

Section 5.03       
No Solicitation of Other Bids. 


 


(a)               
Until the earlier to occur of the Closing Date and April 12, 2018, Sellers shall not, and shall not authorize or permit
any of its or their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage,
solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations
with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements
or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be
terminated, and shall cause its or their Affiliates (including the Company) and all of its or their Representatives to immediately
cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to,
or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal
or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization,
share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital
stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion
of the Company's properties or assets.


 


(b)              
In addition to the other obligations under this Section 5.03, Sellers shall promptly (and in any event within three Business
Days after receipt thereof by Sellers or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any
request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected
to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the
identity of the Person making the same.


 


(c)               
Sellers agree that the rights and remedies for noncompliance with this Section 5.03 shall include having such provision
specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened
breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.


 


Section 5.04       
Notice of Certain Events. 


 






    	 	 	31



     


    

(a)               
From the date hereof until the Closing, Sellers shall promptly notify Buyer in writing:


 


(i)                 
any fact, circumstance, event or action the existence, occurrence or taking of which (A) to the Knowledge of the Company
has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) to the Knowledge
of the Company has resulted in, or could reasonably be expected to result in, any representation or warranty made by Sellers or
the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure
of any of the conditions set forth in Section 7.02 to be satisfied;


 


(ii)               
any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection
with the transactions contemplated by this Agreement;


 


(iii)              
any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this
Agreement; and


 


(iv)             
any Actions against, relating to or involving or commenced, (or, to the Knowledge of the Company, threatened) or otherwise
affecting Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed
pursuant to Section 3.17 or that relates to the consummation of the transactions contemplated by this Agreement.


 


(b)              
Buyer's receipt of information pursuant to this Section 5.04 shall not operate as a waiver or otherwise affect any representation,
warranty or agreement given or made by Sellers in this Agreement (including Section 8.02 and Section 9.01(b)) and shall not be
deemed to amend or supplement the Disclosure Schedules.


 


Section 5.05       
Resignations. Sellers shall deliver to Buyer written resignations, effective as of the Closing Date, of the officers
and directors of the Company set forth on Section 5.05 of the Disclosure Schedules requested by Buyer at least five Business Days
prior to the Closing.


 


Section 5.06       
Confidentiality. From and after the Closing, Sellers shall, and shall cause its or their Affiliates to, hold, and
shall use its or their reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and
all information, whether written or oral, concerning the Company, except to the extent that Sellers can show that such information
(a) is generally available to and known by the public through no fault of Sellers, any of its or their Affiliates or their respective
Representatives; or (b) is lawfully acquired by Sellers, any of its or their Affiliates or their respective Representatives from
and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary
obligation. If Sellers or any of its or their Affiliates or their respective Representatives are compelled to disclose any information
by judicial or administrative process or by other requirements of Law, Sellers shall promptly notify Buyer in writing and shall
disclose only that portion of such information which Sellers are advised by its or their counsel in writing is legally required
to be disclosed, provided that Sellers shall use reasonable best efforts to obtain an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded such information.


 






    	 	 	32



     


    

Section 5.07       
Non-Competition; Non-Solicitation. 


 


(a)               
For a period of five (5) years commencing on the Closing Date (the "Restricted Period"), Sellers shall not, and
shall not permit any of its or their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted
Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in
the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant;
or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the
date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, a Seller
may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if
such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly,
own 5% or more of any class of securities of such Person.


 


(b)              
During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly,
hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who
has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided,
that nothing in this Section 5.07(b) shall prevent Sellers or any of its or their Affiliates from hiring (i) any employee whose
employment has been terminated by the Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee
whose employment has been terminated by the employee.


 


(c)               
During the Restricted Period, Sellers shall not, and shall not permit any of its or their Affiliates to, directly or indirectly,
solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of
the Company for purposes of diverting their business or services from the Company.


 


(d)              
Sellers acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer,
for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach
by Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to
it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific
performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post
bond).


 






    	 	 	33



     


    

(e)               
Sellers acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate
interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated
by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time,
geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly
empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic,
product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision
hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision
as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.


 


Section 5.08       
Governmental Approvals and Consents. 


 


(a)               
Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under
any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained,
all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution
and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Escrow Agreement/Ancillary
Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents,
authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying,
impairing or impeding the receipt of any required consents, authorizations, orders and approvals.


 


(b)              
Sellers and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties
that are described in Section 3.05 and Section 4.02 of the Disclosure Schedules.


 


(c)               
Without limiting the generality of the parties' undertakings pursuant to subsections (a) and (b) above, each of the parties
hereto shall use all reasonable best efforts to:


 


(i)                 
respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions
contemplated by this Agreement or the Escrow Agreement/any Ancillary Document;


 


(ii)               
avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated
by this Agreement or the Escrow Agreement/any Ancillary Document; and


 






    	 	 	34



     


    

(iii)              
in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated
by this Agreement or the Escrow Agreement/any Ancillary Document has been issued, to have such Governmental Order vacated or lifted.


 


(d)              
If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company
is a party is not obtained prior to the Closing, Sellers shall, subsequent to the Closing, cooperate with Buyer and the Company
in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval
or authorization cannot be obtained, Sellers shall use its or their reasonable best efforts to provide the Company with the rights
and benefits of the affected Contract for the term thereof, and, if Sellers provide such rights and benefits, the Company shall
assume all obligations and burdens thereunder.


 


(e)               
All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made
by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in
connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between
Sellers or the Company with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted
by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any
filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider
in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations,
memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting,
discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with
such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion,
appearance or contact.


 


(f)               
Notwithstanding the foregoing, nothing in this Section 5.08 shall require, or be construed to require, Buyer or any of its
Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or
interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions
in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in
a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated
by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.


 






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Section 5.09       
Books and Records. 


 


(a)               
In order to facilitate the resolution of any claims made against or incurred by Sellers prior to the Closing, or for any
other reasonable purpose, for a period of seven (7) years after the Closing, Buyer shall:


 


(i)                 
retain the books and records (including without limitation personnel files, tax information, and documentation relating
to any ERISA plans) of the Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practices
of the Company; and


 


(ii)               
upon reasonable notice, afford the Representatives of Sellers reasonable access (including the right to make, at Sellers’
expense, photocopies), during normal business hours, to such books and records;


 


provided, however, that any books and records related
to Tax matters shall be retained pursuant to the periods set forth in ARTICLE VI.


 


(b)              
In order to facilitate the resolution of any claims made by or against or incurred by Buyer or the Company after the Closing,
or for any other reasonable purpose, for a period of seven (7) years following the Closing, Sellers shall:


 


(i)                 
retain the books and records (including personnel files) of Sellers which relate to the Company and its operations for periods
prior to the Closing; and


 


(ii)               
upon reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including the right to make,
at Buyer's expense, photocopies), during normal business hours, to such books and records, and the Buyer's personnel will assist
in same as may be reasonably requested;


 


provided, however, that any books and records related
to Tax matters shall be retained pursuant to the periods set forth in ARTICLE VI.


 


(c)               
Neither Buyer nor Sellers shall be obligated to provide the other party with access to any books or records (including personnel
files) pursuant to this Section 5.09 where such access would violate any Law.


 


Section 5.10       
Closing Conditions. From the date hereof until the Closing, each party hereto shall, and Sellers shall cause the
Company to, use reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth
in ARTICLE VII hereof.


 


Section 5.11       
Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the
reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the
transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party
(which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of
any such announcement.


 






    	 	 	36



     


    

Section 5.12       
Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates
to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may
be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.


 


ARTICLE VI

Tax matters 


 


Section 6.01       
Tax Covenants. 


 


(a)               
Without the prior written consent of Buyer, Seller (and, prior to the Closing, the Company, its Affiliates and their respective
Representatives) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Tax election, amend
any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction
that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or the Company in respect of any
Post-Closing Tax Period. Sellers agree that Buyer is to have no liability for any Tax resulting from any action of Sellers, the
Company, its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer (and, after
the Closing Date, the Company) against any such Tax or reduction of any Tax asset.


 


(b)              
All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties
and interest) incurred in connection with this Agreement and the Escrow Agreement/Ancillary Documents (including any real property
transfer Tax and any other similar Tax) shall be borne and paid by Sellers when due. Sellers shall, at its or their own expense,
timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto
as necessary).


 


(c)               
Sellers shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date
with respect to a Pre-Closing Tax Period. The Buyer shall prepare all Tax Returns required to be filed by the Company after the
Pre-Closing Tax Period. Any such Tax Return prepared by Sellers shall be prepared in a manner consistent with past practice (unless
otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Sellers to Buyer
(together with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 45 days prior to
the due date (including extensions) of such Tax Return. If Buyer objects to any item on any such Tax Return, it shall, within ten
days after delivery of such Tax Return, notify Sellers in writing that it so objects, specifying with particularity any such item
and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer
and Sellers shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Sellers are
unable to reach such agreement within thirty (30) days after receipt by Sellers of such notice, the disputed items shall be resolved
by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall
resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require.
If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall
be filed as prepared by Sellers and then amended to reflect the Independent Accountant's resolution. The costs, fees and expenses
of the Independent Accountant shall be borne equally by Buyer and Sellers. The preparation and filing of any Tax Return of the
Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.


 






    	 	 	37



     


    

Section 6.02       
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not)
binding upon the Company shall be terminated as of the Closing Date. After such date none of the Company, Sellers nor any of Sellers’
Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.


 


Section 6.03       
Indemnification. Except to the extent treated as a liability in the calculation of Closing Working Capital, Seller
shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable
to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (b) any Loss attributable to any breach
or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes of
the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated,
consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior
to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign,
state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or
successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above
cases, together with any out-of-pocket fees and expenses (including reasonable attorneys' and accountants' fees) incurred in connection
therewith. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section
6.03 within ten (10) Business Days after payment of such Taxes by Buyer or the Company


 


Section 6.04       
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends
after the Closing Date (each such period, a "Straddle Period"), the portion of any such Taxes that are treated as Pre-Closing
Taxes for purposes of this Agreement shall be:


 


(a)               
in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed
in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which
would be payable if the taxable year ended with the Closing Date; and


 






    	 	 	38



     


    

(b)              
in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator
of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the
entire period.


 


Section 6.05       
Section 338(h)(10) Election. 


 


(a)               
Election. At Buyer's option, the Company and Sellers shall join with Buyer in making a timely election under Section 338(h)(10)
of the Code (and any corresponding election under state, local, and foreign Law) with respect to the purchase and sale of the Shares
of the Company hereunder (collectively, a "Section 338(h)(10) Election"). Sellers shall pay any Tax attributable to the
making of the Section 338(h)(10) Election and Sellers shall indemnify Buyer and the Company against any adverse consequences arising
out of any failure to pay any such Taxes.


 


(b)              
Allocation of Purchase Price. If a Section 338(h)(10) Election is made, Sellers and Buyer agree that the Purchase Price
and the Liabilities of the Company (plus other relevant items) shall be allocated among the assets of the Company for all purposes
(including Tax and financial accounting) as shown on the audited financial statement for year end 2017 (the "Allocation Schedule").
Buyer, the Company and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports
in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price pursuant to Section 2.04 herein shall
be allocated in a manner consistent with the Allocation Schedule.


 


Section 6.06       
Contests. Buyer agrees to give written notice to Seller of the receipt of any written notice by the Company, Buyer
or any of Buyer's Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which
an indemnity may be sought by Buyer pursuant to this Article VI (a "Tax Claim"); provided, that failure to comply
with this provision shall not affect Buyer's right to indemnification hereunder. Sellers shall control the contest or resolution
of any Tax Claim concerning tax periods prior to the Closing Date. Buyer shall control the contest or resolution of any Tax Claim
concerning tax periods on or after the Closing Date; provided, however, that Buyer shall obtain the prior written consent
of Seller (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing
to defend such claim; and, provided further, that Seller shall be entitled to participate in the defense of such claim and
to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Seller.


 


Section 6.07       
Cooperation and Exchange of Information. Sellers and Buyer shall provide each other with such cooperation and information
as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with
any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies
of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to
rulings or other determinations by tax authorities. Buyer shall retain all Tax Returns, schedules and work papers, records and
other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date
until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate,
without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective
Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents
in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, Sellers or Buyer
(as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to
take custody of such materials.


 






    	 	 	39



     


    

Section 6.08       
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated
as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.


 


Section 6.09       
Payments to Buyer. Any amounts payable to Buyer pursuant to this Article VI shall be satisfied: (i) from the Indemnification
Escrow Fund; and (ii) to the extent such amounts exceed the amount available to Buyer in the Indemnification Escrow Fund, from
Seller.


 


Section 6.10       
Overlap. To the extent that any obligation or responsibility pursuant to Article VIII may overlap with an obligation
or responsibility pursuant to this Article VI, the provisions of this Article VI shall govern.


 


ARTICLE VII

Conditions to closing


 


Section 7.01       
Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:


 


(a)               
No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in
effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting
consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion
thereof.


 


(b)              
Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred
to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities
referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Sellers, and no such consent,
authorization, order and approval shall have been revoked.


 


Section 7.02       
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or Buyer's waiver, at or prior to the Closing, of each of the following conditions:


 






    	 	 	40



     


    

(a)               
Other than the Fundamental Representations and Warranties, the representations and warranties of Sellers and the Company
contained in this Agreement, the Escrow Agreement/Ancillary Documents and any certificate or other writing delivered pursuant hereto
shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same
effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified
date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations and
Warranties shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same
effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified
date, the accuracy of which shall be determined as of that specified date in all respects).


 


(b)              
Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required
by this Agreement and the Escrow Agreement/each of the Ancillary Documents to be performed or complied with by it prior to or on
the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality
or Knowledge of the Company, Sellers shall have performed such agreements, covenants and conditions, as so qualified, in all respects.


 


(c)               
Completion by the Buyer of a satisfactory due diligence investigation (including business, financial, and legal diligence).


 


(d)              
No Action shall have been commenced against Buyer, Sellers or the Company, which would prevent the Closing. No injunction
or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction
contemplated hereby.


 


(e)               
All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules shall have been received,
and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing.


 


(f)               
As of date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have
occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a
Material Adverse Effect.


 


(g)              
The Escrow Agreement/Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete
copies thereof shall have been delivered to Buyer.


 


(h)              
A Lease and a Guaranty of Buyer, in the form of Exhibit A attached hereto, as to the property located at 300 Burnett
Road, Chicopee, Massachusetts, shall have been executed and delivered by the parties thereto and true and complete copies shall
have been delivered to Buyer together with a termination of the existing lease.


 






    	 	 	41



     


    

(i)                
Buyer shall have received payoff and security release letters in regard to outstanding Indebtedness.


 


(j)                
Buyer shall have received a mutually satisfactory agreement pertaining to the sale of goodwill, along with a non-compete
and consulting agreement in mutually acceptable form executed by Stahl.


 


(k)              
 Buyer shall have received Non-Competition Agreements, in the form of Exhibit B attached hereto, from those individuals
identified on Schedule 7.02(k) attached hereto.


 


(l)                
The Company completed a physical inventory in December, 2017. The Buyer may have an appraisal of the inventory or such other
investigation of the Company’s assets.


 


(m)            
Buyer shall have received resignations of the directors and officers of the Company pursuant to Section 5.05.


 


(n)              
At least three Business Days before Closing, Sellers’ Representative shall have delivered to Buyer the Closing Indebtedness
Certificate and the Closing Transaction Expenses Certificate.


 


(o)              
Sellers’ Representative shall have delivered to Buyer the Estimated Closing Working Capital Statement contemplated
in Section 2.04(a)(ii).


 


(p)              
Sellers’ Representative shall have delivered to Buyer a good standing certificate (or its equivalent) for the Company
from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.


 


(q)              
Sellers shall have delivered to Buyer a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is
not a foreign person within the meaning of Section 1445 of the Code.


 


(r)                
Sellers shall have delivered, or caused to be delivered, to Buyer stock certificates evidencing the Shares, free and clear
of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank
and with all required stock transfer tax stamps affixed.


 


(s)               
Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that
each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.


 






    	 	 	42



     


    

(t)                
Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company
certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company
authorizing the execution, delivery and performance of this Agreement and the Escrow Agreement/Ancillary Documents and the consummation
of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the
resolutions adopted in connection with the transactions contemplated hereby and thereby.


 


(u)              
Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company
certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Escrow Agreement/Ancillary
Documents and the other documents to be delivered hereunder and thereunder.


 


(v)              
The Company and the Buyer shall have secured third-party financing to fund both the transactions contemplated herein and
post-Closing operations of the Business (the “Transaction Financing”) on terms acceptable to the Buyer in its sole
and absolute discretion. All of the conditions precedent to the closing and funding of the Transaction Financing shall have been
achieved to the satisfaction of the lenders under such Transaction Financing and such lenders shall be ready to proceed with the
closing of the Transaction Financing. Prior to or simultaneously with the Closing, the Company and the Buyer shall have closed
on the Transaction Financing.


 


(w)            
Buyer’s Board of Directors shall have approved the transaction contemplated herein by December 14, 2017.


 


(x)              
Buyer shall have completed a Phase I Environmental Assessment and, if deemed necessary by Buyer, a subsequent Phase II Environmental
Assessment as to all real property owned or leased by the Company on or before December 31, 2017.


 


(y)              
Delivery by Sellers of a commitment to make available audited financial statements of the Company for fiscal years 2016
and 2017 (“Audited Financial Statements”) on or before April 6, 2018 (“Audited FS Delivery Date”).


 


(z)               
Sellers shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably
necessary to consummate the transactions contemplated by this Agreement.


 


Section 7.03       
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:


 


(a)               
Other than the representations and warranties of Buyer contained in Section 4.01 and Section 4.03, the representations and
warranties of Buyer contained in this Agreement, the Escrow Agreement/Ancillary Documents and any certificate or other writing
delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by
materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified
by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect
as though made at and as of such date (except those representations and warranties that address matters only as of a specified
date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties
of Buyer contained in Section 4.01 and Section 4.03 shall be true and correct in all respects on and as of the date hereof and
on and as of the Closing Date with the same effect as though made at and as of such date.


 






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(b)              
Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required
by this Agreement and the Escrow Agreement/each of the Ancillary Documents to be performed or complied with by it prior to or on
the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality,
Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.


 


(c)               
No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains
or prohibits any material transaction contemplated hereby.


 


(d)              
All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received,
and executed counterparts thereof shall have been delivered to Sellers’ Representative at or prior to the Closing.


 


(e)               
The Escrow Agreement/Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete
copies thereof shall have been delivered to Sellers’ Representative.


 


(f)               
Buyer shall have delivered to the Escrow Agent by wire transfer of immediately available funds the Indemnification Escrow
Amount.


 


(g)              
Buyer shall have delivered to third parties by wire transfer of immediately available funds that amount of money due and
owing from Sellers to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate.


 


(h)              
Buyer shall have delivered to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds
that amount of money due and owing from the Company to such holder of outstanding Indebtedness as set forth on the Closing Indebtedness
Certificate.


 






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(i)                
Sellers’ Representative shall have received a certificate, dated the Closing Date and signed by a duly authorized
officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.


 


(j)                
Sellers’ Representative shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent
officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors
of Buyer authorizing the execution, delivery and performance of this Agreement and the Escrow Agreement/Ancillary Documents and
the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect
and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.


 


(k)              
Sellers’ Representative shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent
officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Escrow Agreement/Ancillary
Documents and the other documents to be delivered hereunder and thereunder.


 


ARTICLE VIII

Indemnification


 


Section 8.01       
Survival. Subject to the limitations and other provisions of this Agreement, the parties, intending to contractually
shorten the applicable statute of limitations, agree that the representations and warranties contained herein (other than any representations
or warranties contained in Section 3.22 (Taxes) which are subject to ARTICLE VI) shall survive the Closing and shall remain in
full force and effect and shall expire on the date that is eighteen (18) months from the Closing Date, and that all liabilities
of the Sellers and all remedies exercisable by the Buyer with respect to those representations will terminate on such date; provided,
however, that (a) Fundamental Representations and Warranties and Sellers’ indemnification obligations under Section 8.02(f)
shall survive indefinitely, and (b) the representations and warranties in Section 3.19 (Environmental Matters), Section 3.20 (Employee
Benefit Matters), and Section 3.21 (Employee Matters) shall expire after the running of the full period of all applicable statutes
of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All covenants and agreements of the
parties contained herein (other than any covenants or agreements contained in ARTICLE VI which are subject to ARTICLE VI) shall
survive the Closing indefinitely or for the period explicitly specified therein. The limitations set forth in this Section 8.01
shall not apply to any claims involving Fraud. Notwithstanding the foregoing, any claims asserted in good faith with reasonable
specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior
to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation
or warranty and such claims shall survive until finally resolved.


 


Section 8.02       
Indemnification By Sellers. Subject to the other terms and conditions of this ARTICLE VIII, Sellers, jointly and
severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives
(collectively, the "Buyer Indemnitees") against, and shall hold each of them harmless from and against, and shall pay
and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon,
arising out of, with respect to or by reason of:


 






    	 	 	45



     


    

(a)               
any inaccuracy in or breach of any of the representations or warranties of Sellers and the Company contained in this Agreement
or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, as of the date such representation
or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations
and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference
to such specified date);


 


(b)              
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement
(other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE
VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to ARTICLE VI);


 


(c)               
any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the
Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a)(i);


 


(d)              
any inaccuracy in, or breach of, the representations and warranties of Sellers contained in Section 3.13(b) (Inventory)
of this Agreement;


 


(e)               
any inaccuracy in, or breach of, the representations and warranties of Sellers contained in Section 3.14 (Accounts Receivable)
of this Agreement;


 


(f)               
(1) Case No. 3:15-cv-13200-MGM, Polyzen, Inc. v. Dielectrics, Inc., in the United States District Court, District of Massachusetts,
and (2) Case No. 3:17-cv-30128-MGM, Polyzen, Inc. v. Dielectrics, Inc., in the United States District Court, District of Massachusetts
(Springfield), along with any subsequently filed cases that arise from or relate to the same circumstances as the foregoing (collectively,
the “Litigation”);


 


(g)              
any obligation arising out of section 2(b) of a Key Employees Non-competition, Non-solicitation, and Non-disclosure Agreements,
in which case Sellers’ obligation shall be to pay 75% of thereunder (“Seller Portion”); and


 


(h)              
the Excluded Assets.


 


Section 8.03       
Indemnification By Buyer. Subject to the other terms and conditions of this ARTICLE VIII, Buyer shall indemnify and
defend each of Sellers and their Affiliates and their respective Representatives (collectively, the "Seller Indemnitees")
against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses
incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:


 






    	 	 	46



     


    

(a)               
any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate
or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was
made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties
that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified
date); or


 


(b)              
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement
(other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI).


 


Section 8.04       
Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following
limitations:


 


(a)               
Limitations of Recoverable Losses.


 


(i)                 
Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (except for the representations
or warranties of Sellers contained in Section 3.13(b) (Inventory) and Section 3.14 (Accounts Receivable), which are subject to
Section 8.02(d) and Section 8.02(e) respectively, and other than in respect of Section 3.22, it being understood that the sole
remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI) until the aggregate amount of all Losses in
respect of indemnification under Section 8.02(a) exceeds $200,000.00 (the "Basket"), in which event Sellers shall be
required to pay or be liable for all such Losses from the first dollar.


 


(ii)               
The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) shall not exceed $12,000,000
(the "Cap").


 


(iii)              
With respect to any claim as to which the Buyer Indemnitees may be entitled to indemnification under Section 8.02(a) (except
for the representations or warranties of Sellers contained in Section 3.13(b) (Inventory) and Section 3.14 (Accounts Receivable),
which are subject to Section 8.02(d) and Section 8.02(e) respectively, and other than in respect of Section 3.22, it being understood
that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), Sellers shall not be liable
for any individual Losses which do not exceed $17,500.00 (which Losses shall not be counted towards the other limits in this Section
8.04(a)).


 






    	 	 	47



     


    

(iv)             
Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(d) until the aggregate amount
of all Losses in respect of indemnification under Section 8.02(d) exceeds $17,500.00 (the “Inventory Deductible”),
in which event Sellers shall be required to pay or be liable for all such Losses in excess of the Inventory Deductible.


 


(v)               
Sellers shall not be liable to the Buyer Indemnities for indemnification under Section 8.02(e) until the aggregate amount
of all Losses in respect of indemnification under Section 8.02(e) exceeds $17,500.00 (the “AR Deductible”), in which
event Sellers shall be required to pay or be liable for all such Losses in excess of the AR Deductible.


 


(b)              
Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) shall not apply to Losses: (i) based upon, arising
out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation and Warranty; (ii) involving
Fraud; (iii) the Litigation; (iv) the Excluded Assets; or (v) the Seller Portion.


 


(c)               
For purposes of this ARTICLE VIII, other than expressly set forth in this Article VIII any inaccuracy in or breach of any
representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification
contained in or otherwise applicable to such representation or warranty.


 


Section 8.05       
Indemnification Procedures. The party making a claim under this ARTICLE VIII is referred to as the "Indemnified
Party", and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the "Indemnifying
Party".


 






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(a)               
Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought
by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing
(a "Third Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide
indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice
thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The failure to
give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and
only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified
Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof
and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified
Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to
assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and
the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a Seller or Sellers,
such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim (x) that is asserted
directly by or on behalf of a Person that is a supplier or customer (or prospective supplier or customer) of the Company; or (y)
in which an actual motion for injunctive relief is filed seeking injunctive relief against Company by or on behalf of a Person
that is not a supplier or customer (or prospective supplier or customer) of the Company, provided, however, such Indemnifying Party
shall not have the right to defend or direct the defense of any such motion but will continue to defend or direct the defense of
any other portion of such Third Party Claim. Solely in regard to a Third Party Claim that the Company defends or directs the defense
of pursuant to (x) or (y) in this Section 8.05 (a) or (y) in Section 8.05(b) (other than Counter-claims that arise out of the same
set of operative facts upon which the Enforcement Action is based), the Sellers shall indemnify the Company for the first $1,000,000
of reasonable attorneys' fees and costs incurred by the Company in the defense of such Third Party Claim and thereafter for 75%
of all reasonable attorneys’ fees and costs in excess of $1,000,000 incurred by the Company in the defense of such Third
Party Claim. In the event that the Indemnifying Party assumes the defense of any Third Party Claim it shall have the right to take
such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim
in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of
any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. The
fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the joint
reasonable opinion of counsel to the Indemnified Party and the Indemnifying Party, (A) there are legal defenses available to an
Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict
of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable
for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines
counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify
the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the
defense of such Third Party Claim, the Indemnified Party may pay, compromise, or defend such Third Party Claim and seek indemnification
for any and all Losses based upon, arising from or relating to such Third Party Claim. Sellers and Buyer shall cooperate with each
other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to
the provisions of Section 5.06) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement
of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably
necessary for the preparation of the defense of such Third Party Claim.


 






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(b)              
Litigation. Notwithstanding anything in this Agreement to the contrary, the indemnification procedures for the Litigation
are set out in this Section 8.05(b) and supersede the indemnification procedures in Section 8.05(a). If Buyer receives notice of
the commencement of any Action in the scope of the Litigation, in addition to the two pending Actions set out in Section 8.02(f),
made or brought by Polyzen, Inc., Buyer shall give Sellers reasonably prompt written notice thereof, but in any event not later
than 10 calendar days after receipt of such notice, and include copies of any materials provided by or, on behalf of, Polyzen,
Inc. Sellers shall assume the defense of any Action in the Litigation, at Sellers’ expense and by Sellers’ own counsel
without any liability to Buyer. Sellers shall have the right to take such action as it deems necessary to avoid, dispute, defend,
appeal or make counterclaims pertaining to any Actions in the Litigation in the name and on behalf of Company, and Company and
Buyer shall cooperate in good faith in such actions taken by Sellers. In the event the Company actually receives monetary proceeds,
including attorneys’ fees, from RadiaDyne, LLC (“RadiaDyne”) pursuant to Section 1 and/or Section 4 of that certain
Indemnification Agreement Regarding Pending Litigation, dated September 13, 2013 (“Indemnification Agreement”) or from
Polyzen, Inc. in connection with the Litigation (collectively “Proceeds”), the Company shall pay over such Proceeds
to Sellers’ Representative within ten (10) calendar days of the Company’s receipt thereof.  The Company and Sellers’
Representative shall cooperate in good faith to enforce the terms of Section 1, Section 4 and Section 5 of the Indemnification
Agreement.  In the event that RadiaDyne fails to perform its obligations under Section 1, Section 4 and/or Section 5 of the
Indemnification Agreement, Sellers may commence and shall assume control of any action solely to enforce Section 1, Section 4 and/or
Section 5 of the Indemnification Agreement, at Sellers’ sole expense, and without any liability to Buyer or the Company. 
Sellers shall have the right, upon ten (10) business days prior written notice to the Company (which notice shall include a draft
complaint), to take such action as it deems necessary to enforce Section 1, Section 4 and/or Section 5 of the Indemnification Agreement
in the name and on behalf of the Company, including bringing suit in the name of Company, and Company and Buyer shall cooperate
in good faith in such enforcement action taken by Sellers (“Enforcement Action”).  In the event RadiaDyne challenges
Sellers’ standing to bring an Enforcement Action, the Company shall, upon notice of such challenge, assign to Sellers any
choses in action and claims for breach of Section 1, 4, and/or 5 of the Indemnification Agreement. Notwithstanding the foregoing,
in the event RadiaDyne files a counter-claim related to the Company’s supplier relationship with RadiaDyne (“Counter-claim”),
to the extent such the Counter-claim (x) is not a Third Party Claim for which Sellers are obligated to defend, indemnify and hold
harmless Buyer Indemnitees under Section 8.02, the Company, at the Company’s expense, shall defend the Counter-claim, or
(y) is a Third Party Claim for which Sellers are obligated to defend, indemnify and hold harmless Buyer Indemnitees under Section
8.02, the Company, at the Company’s option (exercised by Company providing Sellers’ Representative with written notice
within ten (10) business days following Company’s receipt of notice of such counterclaim), shall have the right to defend
or direct the defense of the Counter-claim; provided however, that in regard to (y) in this Section 8.05(b), the Company and Sellers’
Representative shall cooperate in good faith to allocate the costs of such action to Sellers as to the Enforcement Action and to
the Company as to the Counter-claim.


 


(c)               
Settlement of Third Party Claims. Except as to the Litigation or an Enforcement Action, notwithstanding any other provision
of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent
of the Indemnified Party; provided, however, in the event that control of the defense of a Third Party Claim shifts to Company
(as the Indemnified Party) pursuant to (x) or (y) in Sections 8.05(a) or pursuant to (y) in Section 8.05(b), then Company (as the
Indemnified Party) shall not enter into settlement of any such Third Party Claim without the prior written consent of Sellers (as
the Indemnifying Party). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of
a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release
of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party
desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party,
and after such notice the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle
such Third Party Claim.


 






    	 	 	50



     


    

(d)              
Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a
"Direct Claim") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice
thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to
give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and
only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified
Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall
indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.
The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified
Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give
rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified
Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Company's
premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of
its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the
Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such
remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.


 


(e)               
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding
in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations
and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking
or obligation in Article VI) shall be governed exclusively by Article VI hereof.


 


Section 8.06       
Payments; Indemnification Escrow Fund.


 






    	 	 	51



     


    

(a)               
Once a Loss is agreed to by the Indemnifying Party or finally adjudicated (with all appeals exhausted) to be payable pursuant
to this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable
adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make
full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including
the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has
been made at a rate per annum equal to 6%. Such interest shall be calculated daily on the basis of a 365 day year and the actual
number of days elapsed.


 


(b)              
Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied: (i) from the Indemnification
Escrow Fund; and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification
Escrow Fund, from Sellers, jointly and severally .


 


Section 8.07       
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated
by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.


 


Section 8.08       
Exclusive Remedies. Subject to Section 5.07 and Section 10.11, the parties acknowledge and agree that their sole
and exclusive remedy with respect to any and all claims (other than claims arising from Fraud, criminal activity or willful misconduct
on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation,
warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall
be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIII. In furtherance of the foregoing, each
party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach
of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter
of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives
arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE
VIII. Nothing in this Section 8.08 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall
be entitled or to seek any remedy on account of any party's fraudulent, criminal or intentional misconduct.


 


Section 8.09       
Indemnification Escrow Fund Release.


 


(a)               
First Indemnification Escrow Fund Release Date. On the nine (9) month anniversary of the Closing Date (“First Release
Date”), Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent to release up to fifty percent
(50%) of the then remaining amounts of the Indemnification Escrow Fund to the Sellers’ Representative, such that, following
such release, the then remaining amounts of Indemnification Escrow Fund equals fifty percent (50%) of the Indemnification Amount,
plus the amount, if any, of claims for indemnification that exceed fifty percent (50%) of the Indemnification Amount, in each case
properly asserted prior to the First Release Date by the Buyer Indemnified Parties in writing in accordance with this Article VIII
but not yet resolved as of such date.


 






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(b)              
Final Indemnification Escrow Fund Release Date. On the eighteen (18) month anniversary of the Closing Date (“Final
Release Date”), Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent to release all or a portion
of the then remaining amounts of Indemnification Escrow Fund to the Sellers’ Representative, such that, following such release,
the then remaining Indemnification Amount equals only the amount, if any, of Losses under Section 8.02 of this Agreement, as applicable,
in each case properly asserted prior to the Indemnity Escrow Release Date by the Buyer Indemnified Parties in writing in accordance
with Article VIII hereof, but not yet resolved as of such date (the “Unresolved Indemnity Claims”). Upon final resolution
of any Unresolved Indemnity Claim in respect of which such amounts had been retained (to the extent not utilized to satisfy Losses
pursuant to Section 8.02(a) hereof, as applicable) in accordance with this Article VIII and the terms of the Escrow Agreement,
Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent to release such retained amounts to Buyer or
the Sellers’ Representative, as the case may be. Promptly (and in any event within five Business Days) upon any Person becoming
entitled to release of amounts from the Indemnification Escrow Fund pursuant to this Article VIII or the Escrow Agreement, Buyer
and the Sellers’ Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent
to so release such amount.


 


(c)               
Notwithstanding Sections 8.09(a) and 8.09(b), a maximum of $1,000,000 plus the amount of any and all Unresolved Indemnity
Claims shall remain in the Indemnification Escrow Fund until the later of the Final Release Date or the date which is ten (10)
days following the date that the Litigation may be settled or finally adjudicated and no longer subject to appeal or review; provided,
however, that the foregoing shall in no way limit or restrict Buyer from satisfying claims for Losses from the Indemnification
Escrow Fund up to and including in the amount of the then remaining balance of the Indemnification Escrow Fund.


 


ARTICLE IX

Termination


 


Section 9.01       
Termination. This Agreement may be terminated at any time prior to the Closing:


 


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


 


(b)              
by Buyer by written notice to Sellers if:


 


(i)                 
Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure
to perform any representation, warranty, covenant or agreement made by Sellers pursuant to this Agreement that would give rise
to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured by Sellers
within thirty (30) days of Seller's receipt of written notice of such breach from Buyer; or


 






    	 	 	53



     


    

(ii)               
any of the conditions set forth in Section 7.01 or Section 7.02 shall not have been, or if it becomes apparent that any
of such conditions will not be, fulfilled by April 12, 2018, unless such failure shall be due to the failure of Buyer to perform
or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;


 


(c)               
by Sellers by written notice to Buyer if:


 


(i)                 
Sellers are not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or
failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give
rise to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured
by Buyer within thirty (30) days of Buyer's receipt of written notice of such breach from Sellers; or


 


(ii)               
any of the conditions set forth in Section 7.01 or Section 7.03 shall not have been, or if it becomes apparent that any
of such conditions will not be, fulfilled by April 12, 2018, unless such failure shall be due to the failure of Sellers to perform
or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;
or


 


(d)              
by Buyer or Sellers in the event that (i) there shall be any Law that makes consummation of the transactions contemplated
by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining
or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.


 


Section 9.02       
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement
shall forthwith become void and there shall be no liability on the part of any party hereto except:


 


(a)               
as set forth in this ARTICLE IX and Section 5.06 and ARTICLE X hereof; and


 


(b)              
that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof; and


 


(c)               
provisions of this Agreement that, by their terms, expressly survive termination of this Agreement; and


 


(d)              
The parties agree that (i) the "Amended and Restated Confidentiality Agreement" by and between UFP Technologies,
Inc. and Dielectrics Inc. dated August 17, 2017, their respective rights and obligations thereunder; (ii) Section 10.15 of this
Agreement; and (iii) any other provisions of this Agreement that by their terms shall survive, shall survive such termination.


 






    	 	 	54



     


    

ARTICLE X

Miscellaneous


 


Section 10.01    Expenses.
Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.


 


Section 10.02    Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document
(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent
after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at
such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):


 


	
        If to Sellers:

         

         

         

         

         

         

         

         

         

         

         

        with a copy to:

         

         

         
	
        Dielectrics, Inc. 

        300 Burnett Road 

        Chicopee, MA 01020 

        Attn: Eric Stahl, estahl@dielectrics.com 

        (413) 594-8111

         

         

        Shatz, Schwartz and Fentin, P.C. 

        1441 Main Street, Suite 1100 

        Springfield, MA 01103 

        (413) 737-1131

         

        Attn: Steven J. Schwartz, sschwartz@ssfpc.com 

        David K. Webber, dwebber@ssfpc.com 

         

         

	




    	 	 	55



     


    


	
        If to Buyer:

         

         

         

         

         

         

        with a copy to:

         
	
        UFP Technologies, Inc. 

        100 Hale Street 

        Newburyport, Massachusetts 01950 

        Attn: Ron Lataille 

        978-234-0926, rlataille@ufpt.com

         

         

        Howard & Howard Attorneys PLLC 

        450 West Fourth Street 

        Royal Oak, Michigan 48067

        Attn: John D. Logan, 248-723-0393, jdl@h2law.com

        Joseph P. Michniacki, 248-723-0484, jpm@h2law.com

         

         

         

         

         



Section 10.03    Interpretation.
For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed
to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein,"
"hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless
the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles
and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document
means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted
by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation
thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The
Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the
same extent as if they were set forth verbatim herein.


 


Section 10.04    Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


Section 10.05    Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term
or provision in any other jurisdiction. Except as provided in Section 5.07(e), upon such determination that any term or other provision
is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible.


 






    	 	 	56



     


    

Section 10.06    Entire
Agreement. This Agreement and the Escrow Agreement/Ancillary Documents constitute the sole and entire agreement of the parties
to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter, except in cases of Fraud. In the event
of any inconsistency between the statements in the body of this Agreement and those in the Escrow Agreement/Ancillary Documents,
the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements
in the body of this Agreement will control.


 


Section 10.07    Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent
of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party
of any of its obligations hereunder.


 


Section 10.08    No
Third-party Beneficiaries. Except as provided in ARTICLE VIII, this Agreement is for the sole benefit of the parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.


 


Section 10.09    Amendment
and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by
each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing
and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from
this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.


 


Section 10.10    Governing
Law; Submission to Jurisdiction. 


 


(a)               
This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts
without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other
jurisdiction).


 






    	 	 	57



     


    

(b)              
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ESCROW AGREEMENT/ANCILLARY DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE
COURTS OF THE COMMONWEALTH OF MASSACHUSETTS LOCATED IN THE COUNTY OF WORCESTER, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL
TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT
IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


Section 10.11    Specific
Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in
accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition
to any other remedy to which they are entitled at law or in equity.


 


Section 10.12    Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


Section 10.13    Sellers’
Representative.


 


(a)               
Appointment of Sellers’ Representative. The Sellers’ Representative shall be the agent and attorney-in-fact
for each of the Sellers to act as each Seller’s representative under this Agreement and any Ancillary Documents in accordance
with the terms of this Section 10.13. In the event of the resignation, death or incapacity of the Sellers’ Representative,
a successor Sellers’ Representative reasonably satisfactory to the Buyer shall thereafter promptly be appointed by the Sellers
by an instrument in writing signed by the Buyer, the Sellers and such successor Sellers’ Representative. 


 


(b)              
Authority. The Sellers’ Representative is hereby authorized and empowered to act for, and on behalf of, any
or all of the Sellers (with full power of substitution in the premises) in connection with (i) the indemnity provisions of ARTICLE
VIII as they relate to the Sellers generally and (ii) such other matters as are reasonably necessary for the consummation of the
transactions contemplated herein including, without limitation, (A) to receive all payments owing to the Sellers under this Agreement,
(B) to terminate, amend, waive any provision of, or abandon, this Agreement, (C) to act as the representative of the Sellers to
review and authorize all claims and disputes or question the accuracy thereof, (D) to negotiate and compromise on their behalf
with Buyer any claims asserted thereunder and to authorize payments to be made with respect thereto, (E) to take such further actions
as are authorized in this Agreement, and (F) in general, do all things and perform all acts, including, without limitation, executing
and delivering all agreements, certificates, receipts, consents, elections, instructions and other documents contemplated by or
deemed by the Sellers’ Representative to be necessary or desirable in connection with this Agreement and the transaction
contemplated herein. The Buyer shall be entitled to rely on such appointment and to treat the Sellers’ Representative as
the duly appointed attorney-in-fact of each Seller. Notices given to the Sellers’ Representative in accordance with the provisions
of this Agreement shall constitute notice to the Sellers for all purposes under this Agreement.


 






    	 	 	58



     


    

(c)               
Extent and Survival of Authority. The appointment of the Sellers’ Representative is an agency coupled with
an interest and is irrevocable and any action taken by the Sellers’ Representative pursuant to the authority granted in this
Section 10.14 shall be effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from
such Seller, except for actions or omissions of the Sellers’ Representative constituting willful misconduct. The death or
incapacity, or dissolution or other termination of existence, of any Seller shall not terminate the authority and agency of the
Sellers’ Representative. The Buyer in dealing with the Sellers’ Representative may conclusively and absolutely rely,
without inquiry, upon any act of the Sellers’ Representative as the act of the Sellers.


 


Section 10.14    Audited Financial Statements. If the Sellers’ Representative fails to deliver to Buyer the Audited Financial
Statements on or before the Audited FS Delivery Date (the “Seller Breach”), the Buyer shall immediately be entitled
to instruct the Escrow Agent to release to Buyer the amount of $1,500,000.00 from the Indemnification Escrow Fund (the “Liquidated
Damages”). The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge
and agree that the Buyer’s harm caused by a Seller Breach would be impossible or very difficult to accurately estimate, and
that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise form a Seller Breach.


 


Section 10.15    Execution of this Agreement.


 


(a)               
In the event that Buyer does not purchase the Shares as contemplated by this Agreement, the Buyer agrees to be bound by
the provisions set forth below to protect the business of the Company.


 


(b)              
In the event that as part of the due diligence process, Seller provides to Buyer the identity of a customer of Seller, and
the identity of one or more products supplied by Seller to such customer, then for a period of eighteen (18) months following the
date of such disclosure by Seller to Buyer under this Agreement, Buyer represents, warrants, covenants and agrees that neither
Buyer nor its affiliates (or their respective successors or assigns) will, directly or indirectly, solicit or manufacture products
with the same or similar material and the same specifications for, or supply such products to, such customer; provided however,
the foregoing provision shall (a) not apply to the products that (i) prior to its receipt of the identities of the customers and
products, Buyer has supplied or has been engaged to supply or develop or (ii) any acquisition or investment targets of Buyer (other
than Seller) supplies or have been engaged to supply or develop and (b) apply if such customer changes the specification of the
product to accommodate Buyer's change in the material for the product.


 






    	 	 	59



     


    

(c)               
During the Buyer Restricted Period, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly,
hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who
has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided,
that nothing in this Section shall prevent Buyer or any of its or its Affiliates from hiring (x) any employee whose employment
has been terminated by the Company or (y) after 180 days from the date of termination of employment, any employee whose employment
has been terminated by the employee.


 


(d)              
During the Restricted Period, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly and
for purposes of diverting their business or services from the Company, solicit or entice, or attempt to engage in any business
with any existing clients or customers of the Company that became known to the Buyer solely from confidential information identifying
such customers as customers of the Company and delivered directly by the Company to the Buyer after August 17, 2017; provided however
that the foregoing shall not apply to any existing or prospective customers or clients of the Buyer.


 


(e)               
The Buyer acknowledges that a breach or threatened breach of this Section would give rise to irreparable harm to the Company
and Sellers, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened
breach by Buyer of any such obligations, The Company and the Sellers shall, in addition to any and all other rights and remedies
that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order,
an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without
any requirement to post bond).


 






    	 	 	60



     


    

(f)               
Buyer acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate
interests of the Company and the Sellers and constitute a material inducement to Sellers to enter into this Agreement and consummate
the transactions contemplated by this Agreement. In the event that any covenant contained in this Section should ever be adjudicated
to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then
any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the
maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this
Section and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any
such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof,
and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision
in any other jurisdiction.


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 


 






    	 	 	61



     


    

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first written above by their respective officers thereunto duly authorized.


 


 


 


SELLERS:


 


STAHL:


 


__/s/ Eric C. Stahl__________


 


Eric C. Stahl


 


EPSTEIN:


 


__/s/ Gertrude Epstein_______


 


Gertrude Epstein


 


ROSEN:


 


___/s/ Marcia L. Rosen________


 


Marcia L. Rosen


 


TRUST 1:


 


Eric C. Stahl Children’s Trust,


 


dated 12/31/1993


 


By:/s/ Marcia L. Rosen, Trustee


 


By:/s/ Eric C. Stahl, Trustee


 


By:/s/ Gertrude E. Epstein, Trustee


 


TRUST 2:


 


Gertrude S. Epstein Children’s Trust,


 


dated 12/31/1993


 


By:/s/ Jeffrey W. Roberts, Trustee


 


By:/s/ Eric C. Stahl, Trustee


 


By:/s/ Gertrude E. Epstein, Trustee


 


TRUST 3:


 


Marcia L. Rosen Children’s Trust,


 


dated 12/31/1993


 






    	 	 	62



     


    

By:/s/ Marcia L. Rosen, Trustee


 


By:/s/ Eric C. Stahl, Trustee


 


By:/s/ Gertrude E. Epstein, Trustee


 


TRUST 4:


 


Stahl Children’s Trust,


 


u/d/t 12/31/1993


 


f/b/o Eric C. Stahl


 


By:/s/ Marcia L. Rosen, Trustee


 


By:/s/ Eric C. Stahl, Trustee


 


By:/s/ Gertrude E. Epstein, Trustee


 


TRUST 5:


 


Stahl Children’s Trust,


 


u/d/t 12/31/1993


 


f/b/o Gertrude Epstein


 


By:/s/ Jeffrey W. Roberts, Trustee


 


By:/s/ Eric C. Stahl, Trustee


 


By:/s/ Gertrude E. Epstein, Trustee


 


TRUST 6:


 


Stahl Children’s Trust,


 


u/d/t 12/31/1993


 


f/b/o Marcia L. Rosen


 


By:/s/ Marcia L. Rosen, Trustee


 


By:/s/ Eric C. Stahl, Trustee


 


By:/s/ Gertrude E. Epstein, Trustee


 


 


 






    	 	 	63



     


    

SELLERS’ REPRESENTATIVE:


 


 


 


__/s/ Eric C. Stahl__________


 


Eric C. Stahl


 


 


 


 


 


COMPANY:


 


 


 


DIELECTRICS, INC.,


 


a Massachusetts corporation


 


 


 


By:_____________________


 


Name:_____________________


 


Its:_____________________


 


 


 


 


 


 


 


BUYER:


 


 


 


UFP TECHNOLOGIES, INC.,


 


a Delaware corporation


 


 


 


By:_/s/ Ron Lataille_______


 


Name:Ron Lataille


 


Its:Chief Financial Officer


 


 


 


 


 






    	 	 	64



     


    

ANNEX A


 


DEFINED TERMS


 


"Acquisition Proposal" has the meaning set forth in Section
5.03(a).


 


"Action" means any claim, action, cause of action, demand,
lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation
of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.


 


"Affiliate" of a Person means any other Person that directly
or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The
term "control" (including the terms "controlled by" and "under common control with") means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.


 


"Agreement" has the meaning set forth in the preamble.


 


"Agreement for the Purchase and Sale of Good Will" has
the meaning set forth in Section 2.02.


 


"Allocation Schedule" has the meaning set forth in Section
6.05(b).


 


"Ancillary Documents" means the Escrow Agreement and other
agreements expressly referenced as deliveries pursuant to this Agreement.


 


"Reviewed Financial Statements" has the meaning set forth
in Section 3.06.


 


"Balance Sheet" has the meaning set forth in Section 3.06.


 


"Balance Sheet Date" has the meaning set forth in Section
3.06.


 


"Basket" has the meaning set forth in Section 8.04(a).


 


"Benefit Plan" has the meaning set forth in Section 3.20(a).


 


"Business Day" means any day except Saturday, Sunday or
any other day on which commercial banks located in Chicopee, Massachusetts are authorized or required by Law to be closed for business.


 


"Buyer" has the meaning set forth in the preamble.


 


"Buyer Indemnitees" has the meaning set forth in Section
8.02.


 


"Buyer's Accountants" means Grant Thornton LLP.


 


"Cap" has the meaning set forth in Section 8.04(a).


 






     


     


    

"CERCLA" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§
9601 et seq.


 


"Closing" has the meaning set forth in Section 2.05.


 


"Closing Date" has the meaning set forth in Section 2.05.


 


"Closing Date Payment" has the meaning set forth in Section
2.04(a)(i).


 


"Closing Indebtedness Certificate" means a certificate
executed by the Chief Financial Officer of the Company certifying on behalf of the Company an itemized list of all outstanding
Indebtedness as of the open of business on the Closing Date and the Person to whom such outstanding Indebtedness is owed and an
aggregate total of such outstanding Indebtedness.


 


"Closing Transaction Expenses Certificate" means a certificate
executed by an officer of the Company, certifying the amount of Transaction Expenses remaining unpaid as of the open of business
on the Closing Date (including an itemized list of each such unpaid Transaction Expense with a description of the nature of such
expense and the person to whom such expense is owed).


 


"Closing Working Capital" means: (a) the Current Assets
of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.


 


"Closing Working Capital Statement" has the meaning set
forth in Section 2.04(b)(i).


 


"Code" means the Internal Revenue Code of 1986, as amended.


 


"Common Stock" has the meaning set forth in Section 3.03(a).


 


"Company" has the meaning set forth in the recitals.


 


"Company Intellectual Property" means all Intellectual
Property that is owned by the Company.


 


"Company IP Agreements" means all licenses, sublicenses,
consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other
Contracts, whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise
bound, other than licenses to software that is subject to “shrink-wrap” or “click-through” license agreements
or standard commercial terms (including any software installed in the ordinary course of business as a standard part of hardware,
equipment or fixtures purchased by the Company).


 


"Company IP Registrations" means all Company Intellectual
Property that is subject to any issuance, registration or application by, to or with any Governmental Authority or authorized private
registrar in any jurisdiction, including issued patents, registered trademarks, domain names and copyrights, and pending applications
for any of the foregoing.


 


"Company Systems" has the meaning set forth in Section
3.12(g).


 






     


     


    

"Contracts" means all contracts, leases, deeds, mortgages,
licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally
binding arrangements, whether written or oral.


 


"Current Assets" means cash and cash equivalents, accounts
receivable, inventory and prepaid expenses, but excluding (a) the portion of any prepaid expense of which Buyer will not receive
the benefit following the Closing, (b) deferred Tax assets and (c) receivables from any of the Company's Affiliates, directors,
employees, officers or stockholders and any of their respective Affiliates, determined in accordance with GAAP applied using the
same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation
and estimation methodologies that were used in the preparation of the Reviewed Financial Statements for the most recent fiscal
year end as if such accounts were being prepared and reviewed as of a fiscal year end.


 


"Current Liabilities" means accounts payable, accrued Taxes
and accrued expenses, but excluding payables to any of the Company's Affiliates, directors, employees, officers or stockholders
and any of their respective Affiliates, deferred Tax liabilities, Transaction Expenses and the current portion of any Indebtedness
of the Company, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and
procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation
of the Reviewed Financial Statements for the most recent fiscal year end as if such accounts were being prepared and reviewed as
of a fiscal year end.


 


"Direct Claim" has the meaning set forth in Section 8.05(c).


 


"Disclosure Schedules" means the Disclosure Schedules delivered
by Sellers’ Representative and Buyer concurrently with the execution and delivery of this Agreement.


 


"Disputed Amounts" has the meaning set forth in Section
2.04(c)(iii).


 


"Dollars" or "$" means the lawful currency of
the United States.


 


"Encumbrance" means any charge, claim, community property
interest, pledge, condition, equitable interest, lien (statutory or other, but not including liens for taxes and fees not currently
due or payable), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction
of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


"Environmental Attributes" means any emissions and renewable
energy credits, energy conservation credits, benefits, offsets and allowances, emission reduction credits or words of similar import
or regulatory effect (including emissions reduction credits or allowances under all applicable emission trading, compliance or
budget programs, or any other federal, state or regional emission, renewable energy or energy conservation trading or budget program)
that have been held, allocated to or acquired for the development, construction, ownership, lease, operation, use or maintenance
of the Company as of: (i) the date of this Agreement; and (ii) future years for which allocations have been established and are
in effect as of the date of this Agreement.


 






     


     


    

"Environmental Claim" means any Action, Governmental Order,
lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of
whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup,
governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring,
penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release
of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or
condition of any Environmental Permit.


 


"Environmental Law" means any applicable Law, and any Governmental
Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection
of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil,
surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture,
use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production,
disposal or remediation of any Hazardous Materials. The term "Environmental Law" includes, without limitation, the following
(including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste
Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean
Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§
2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air
Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety
and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.


 


"Environmental Notice" means any written directive, notice
of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any
Environmental Law or any term or condition of any Environmental Permit.


 


"Environmental Permit" means any Permit, letter, clearance,
consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant
to Environmental Law.


 


"ERISA" means the Employee Retirement Income Security Act
of 1974, as amended, and the regulations promulgated thereunder.


 


"ERISA Affiliate" means all employers (whether or not incorporated)
that would be treated together with the Company or any of its Affiliates as a "single employer" within the meaning of
Section 414 of the Code or Section 4001 of ERISA.


 


"Escrow Agent" means Bank of America.


 






     


     


    

"Escrow Agreement" means the Escrow Agreement to be entered
into by Buyer, Sellers and Escrow Agent at the Closing, substantially in the form of Exhibit C.


 


"Estimated Closing Working Capital" has the meaning set
forth in Section 2.04(a)(ii).


 


"Estimated Closing Working Capital Statement" has the meaning
set forth in Section 2.04(a)(ii).


 


"Financial Statements" has the meaning set forth in Section
3.06.


 


“Fraud” means fraud as interpreted under the laws of
the Commonwealth of Massachusetts; in the case of the Sellers or the Company to the Buyer, in the event Sellers or the Company,
as applicable, have willingly and knowingly committed a fraud against the Buyer, with specific intent to deceive and mislead the
Buyer.


 


“Fundamental Representations and Warranties” means those
representations and warranties set forth in Section 3.01 (Authority of the Sellers), Section 3.02 (Organization, Authority, and
Qualification of the Company), Section 3.03 (Capitalization), Section 3.04 (No Subsidiaries), Section 3.10 (Title to Assets; Real
Property), Section 3.22 (Taxes), and Section 3.24 (Brokers).


 


"GAAP" means United States generally accepted accounting
principles in effect from time to time.


 


"Government Contracts" has the meaning set forth in Section
3.09(a)(viii).


 


"Governmental Authority" means any federal, state, local
or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision,
or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent
that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal
of competent jurisdiction.


 


"Governmental Order" means any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental Authority.


 


"Hazardous Materials" means: (a) any material, substance,
chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring
or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws;
and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing
materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.


 


"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.


 


"Indebtedness" means, without duplication and with respect
to the Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services
(other than Current Liabilities taken into account in the calculation of Closing Working Capital), (c) long or short-term obligations
evidenced by notes, bonds, debentures or other similar instruments; (d) obligations under any interest rate, currency swap or other
hedging agreement or arrangement; (e) capital lease obligations; (f) reimbursement obligations under any letter of credit, banker's
acceptance or similar credit transactions; (g) guarantees made by the Company on behalf of any third party in respect of obligations
of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment penalties, premiums,
costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing
clauses (a) through (g).


 






     


     


    

"Indemnification Escrow Amount" means $6,000,000.00 plus
the Seller Portion.


 


"Indemnification Escrow Fund" has the meaning set forth
in Section 2.03(iii)(A).


 


"Indemnified Party" has the meaning set forth in Section
8.05.


 


"Indemnifying Party" has the meaning set forth in Section
8.05.


 


"Independent Accountant" has the meaning set forth in Section
2.04(c)(iii).


 


"Insurance Policies" has the meaning set forth in Section
3.16.


 


"Intellectual Property" means any and all rights in, arising
out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications
(whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues,
reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention
ownership (including certificates of invention, petty patents, and patent utility models) ("Patents"); (b) trademarks,
service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together
with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals
of, any of the foregoing ("Trademarks"); (c) copyrights and works of authorship, whether or not copyrightable, and all
registrations, applications for registration, and renewals of any of the foregoing ("Copyrights"); (d) internet domain
names and social media account or user names (including "handles"), whether or not Trademarks, all associated web addresses,
URLs, websites and web pages, social media accounts and pages, and all content and data thereon or relating thereto, whether or
not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs,
and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether
or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and
collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein ("Trade
Secrets"); (h) computer programs, operating systems, applications, firmware, and other code, including all source code, object
code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i)
rights of publicity; and (j) all other intellectual or industrial property and proprietary rights.


 


"Interim Balance Sheet" has the meaning set forth in Section
3.06.


 


"Interim Balance Sheet Date" has the meaning set forth
in Section 3.06.


 


"Interim Financial Statements" has the meaning set forth
in Section 3.06.


 






     


     


    

"Knowledge of the Company" means the actual knowledge of
Eric Stahl, Julie Kelleher, John Kusler, Adam Epstein, and Bart Rietkerk, and the knowledge that each person would have reasonably
obtained in the performance of a prudent person’s duties as President and Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, Chief Technical Officer, and Chie Marketing Officer of the Company.


 


"Law" means any statute, law, ordinance, regulation, rule,
code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.


 


"Liabilities" has the meaning set forth in Section 3.07.


 


“Litigation” has the meaning set forth in Section 8.02(f).


 


"Losses" means losses, damages, liabilities, deficiencies,
Actions, judgments, interest, awards, penalties, fines, costs or expenses, including reasonable attorneys' fees and the cost of
enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers to the extent such costs are
not permitted to be deducted from the available coverage.


 


"Material Adverse Effect" means any event, occurrence,
fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse
to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company, or (b) the ability of
Sellers to consummate the transactions contemplated hereby on a timely basis. Neither of the following will constitute, or will
be taken into account in determining whether there has been, or will be, a Material Adverse Effect: (i) any adverse effect arising
from the Sellers' or the Company's compliance with any covenant or requirement set forth in this Agreement; or (ii) from the Sellers'
or the Company's taking of any action requested by the Buyer.


 


"Material Contracts" has the meaning set forth in Section
3.09(a).


 


"Material Customers" has the meaning set forth in Section
3.15(a).


 


"Material Suppliers" has the meaning set forth in Section
3.15(b).


 


"Multiemployer Plan" has the meaning set forth in Section
3.20(c).


 


"Non-U.S. Benefit Plan" has the meaning set forth in Section
3.20(a).


 


"Permits" means all permits, licenses, franchises, approvals,
authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental
Authorities.


 


"Permitted Encumbrances" has the meaning set forth in Section
3.10(b).


 


"Person" means an individual, corporation, partnership,
joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.


 


"Post-Closing Adjustment" has the meaning set forth in
Section 2.04(b)(ii).


 






     


     


    

"Post-Closing Tax Period" means any taxable period beginning
after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion
of such taxable period beginning after the Closing Date.


 


"Post-Closing Taxes" means Taxes of the Company for any
Post-Closing Tax Period.


 


"Pre-Closing Tax Period" means any taxable period ending
on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion
of such taxable period ending on and including the Closing Date.


 


"Pre-Closing Taxes" means Taxes of the Company for any
Pre-Closing Tax Period.


 


"Purchase Price" has the meaning set forth in Section 2.02.


 


"Qualified Benefit Plan" has the meaning set forth in Section
3.20(c).


 


"Real Property" means the real property owned, leased or
subleased by the Company, together with all buildings, structures and facilities located thereon.


 


"Release" means any actual or threatened release, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing
to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water,
groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).


 


"Representative" means, with respect to any Person, any
and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.


 


"Resolution Period" has the meaning set forth in Section
2.04(c)(ii).


 


"Restricted Business" means the design, development, and
manufacture of medical devices using thermoplastic materials.


 


"Restricted Period" has the meaning set forth in Section
5.07(a).


 


"Review Period" has the meaning set forth in Section 2.04(c)(i).


 


"Section 338(h)(10) Election" has the meaning set forth
in Section 6.05(a).


 


"Seller" has the meaning set forth in the preamble.


 


"Seller Indemnitees" has the meaning set forth in Section
8.03.


 


"Seller's Accountants" means Greenberg, Rosenblatt, Kull
& Bitsoli, P.C., Attn: Norman Bitsoli, CPA, 306 Main Street, Suite 400, Worcester, MA 01608, Tel (508) 791-0901, Fax (508)
799-2059, NBitsoli@grkb.com.


 






     


     


    

"Shares" has the meaning set forth in the recitals.


 


"Single Employer Plan" has the meaning set forth in Section
3.20(c).


 


“Split Dollar Life Insurance Receivable Amount” means
$1,160,411.00.


 


"Statement of Objections" has the meaning set forth in
Section 2.04(c)(ii).


 


"Straddle Period" has the meaning set forth in Section
6.04.


 


"Success Bonuses" shall mean payments made to Company’s
employees on the Closing Date in the aggregate amount of up to $5,300,000.


 


"Target Working Capital" means $6,250,000.00 plus the Split
Dollar Life Insurance Receivable Amount.


 


"Taxes" means all federal, state, local, foreign and other
income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service,
service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium,
property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges
of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of
such additions or penalties.


 


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


 


"Territory" means the world.


 


"Third Party Claim" has the meaning set forth in Section
8.05(a).


 


"Transaction Expenses" means all fees and expenses incurred
by the Company or Sellers at or prior to the Closing in connection with the preparation, negotiation and execution of this Agreement
and the Escrow Agreement/Ancillary Documents, and the performance and consummation of the transactions contemplated hereby and
thereby.


 


"Undisputed Amounts" has the meaning set forth in Section
2.04(c)(iii).


 


"Union" has the meaning set forth in Section 3.21(b).


 


"WARN Act" means the federal Worker Adjustment and Retraining
Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment
losses.