a5824234ex10-1.htm


    Exhibit
10.1

    
      


      
 

      


      STOCK
PURCHASE AGREEMENT

      


      


      Between

      


      INDUFLEX
HOLDING NV

      


      and

      


      ROGERS
CORPORATION

      


      


      


      TABLE
OF CONTENTS

       

      
        
          	
                  1.

                	
                  DEFINITIONS;
      INTERPRETATION

                	
                  1

                
	
                  a.

                	
                  Definitions

                	
                  1

                
	
                  b.

                	
                  Interpretation

                	
                  9

                
	
                  2.

                	
                  PURCHASE
      AND SALE OF SHARES

                	
                  9

                
	
                  a.

                	
                  Purchase
      and Sale of Shares

                	
                  9

                
	
                  b.

                	
                  Purchase
      Price

                	
                  10

                
	
                  c.

                	
                  Determination
      of Contribution

                	
                  11

                
	
                  d.

                	
                  Adjustment

                	
                  12

                
	
                  e.

                	
                  Interest

                	
                  13

                
	
                  f.

                	
                  Security
      and Subordination

                	
                  13

                
	
                  g.

                	
                  Sale
      of the Company During the Earnout Period

                	
                  13

                
	
                  3.

                	
                  RELATED
      AGREEMENTS

                	
                  14

                
	
                  4.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

                	
                  15

                
	
                  5.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE BUYER; INDEMNIFICATION; GUARANTEE OF BV
      CAPITAL

                	
                  16

                
	
                  6.

                	
                  COVENANTS

                	
                  17

                
	
                  a.

                	
                  Debt

                	
                  17

                
	
                  b.

                	
                  Confidentiality

                	
                  17

                
	
                  c.

                	
                  Sale
      of Rogers Suzhou Inventory; Intercompany Trade Debt
    Generally

                	
                  18

                
	
                  d.

                	
                  Pre-Closing
      Due Diligence Procedures

                	
                  19

                
	
                  e.

                	
                  Post-Closing
      Activities

                	
                  19

                
	
                  f.

                	
                  Rights
      Against UCB S.A.

                	
                  19

                
	
                  g.

                	
                  Transitional
      Undertakings

                	
                  20

                
	
                  h.

                	
                  Couvreur
      Case

                	
                  21

                
	
                  i.

                	
                  Further
      Assurances

                	
                  22

                
	
                  7.

                	
                  CLOSING

                	
                  22

                
	
                  a.

                	
                  Closing

                	
                  22

                
	
                  8.

                	
                  INDEMNIFICATION

                	
                  22

                
	
                  a.

                	
                  Survival

                	
                  22

                
	
                  b.

                	
                  Indemnification;
      Limitations; Procedure; Third Party Claims

                	
                  23

                
	
                  c.

                	
                  Other
      Limitations

                	
                  26

                
	
                  d.

                	
                  Collection
      of Delinquent Accounts Receivable

                	
                  26

                
	
                  9.

                	
                  GENERAL
      PROVISIONS

                	
                  26

                
	
                  a.

                	
                  Notices

                	
                  26

                
	
                  b.

                	
                  Entire
      Agreement and Modification

                	
                  27

                
	
                  c.

                	
                  [INTENTIONALLY
      OMITTED]

                	
                  27

                
	
                  d.

                	
                  Successors
      and Assigns

                	
                  28

                
	
                  e.

                	
                  Severability

                	
                  28

                
	
                  f.

                	
                  Governing
      Law; Arbitration

                	
                  28

                
	
                  g.

                	
                  English
      Language

                	
                  28

                
	
                  h.

                	
                  Expenses

                	
                  29

                
	
                  i.

                	
                  Finder’s
      Fee

                	
                  29

                
	
                  j.

                	
                  Counterparts

                	
                  29

                


        

      

      
 

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      Schedules and
Exhibits

       

      Schedule
A – Representations and Warranties of the Seller

       

      Schedule
B – Representations and Warranties of the Buyer and BV Capital

       

      
        Schedule
C – Disclosure Schedule

         

      

      
        Schedule
D – Historical Calculation of Contribution


      

      Exhibit
A – Form of Non-Competition Agreement

       

      Exhibit
B – Form of Rental Agreement

       

      Exhibit
C – Form of Distribution Agreement

       

      Exhibit
D – Form of Sales Agreement

       

      Exhibit
E – Form of Share Pledge Agreement

       

      Exhibit
F – Form of Production License Agreement

       

      Exhibit
G – Form of Mutual Non-Disclosure Agreement

       

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      Exhibit
10.1

       

      STOCK
PURCHASE AGREEMENT

       

      


      This STOCK
PURCHASE AGREEMENT (together with all exhibits, schedules and attachments
hereto, referred to as this “Agreement”) is made effective
as of the last date shown on the signature page hereto:

       

      
        (1)     INDUFLEX
HOLDING NV, a Belgian company, with registered office at Frankrijklei 78, 2000
Antwerp and registered with the Crossroads Bank of Enterprises under enterprise
number 0807.149.569 (the
“Buyer”);
and

      

       

      
        (2)    ROGERS
CORPORATION, a Massachusetts corporation having its headquarters at One
Technology Drive, Rogers, CT 06263 (the “Seller”).

      

       

      The Buyer
and the Seller are hereinafter collectively referred to as the “Parties” and individually as a
“Party.”

       

      WHEREAS

       

      
        (A)   The Seller owns all
of the issued and outstanding 6,036 registered shares (the “Shares”) of Rogers Induflex NV
(formerly UCB Induflex NV), a Belgian corporation having its registered office
at Ottergemsesteenweg 799, 9000 Ghent, Belgium and registered with the
Crossroads Bank of Enterprises under enterprise number 0427693784 (the “Company”),
and

      

       

      
        (B)    The Seller
desires to sell to the Buyer, and the Buyer desires to purchase from the Seller,
the Shares for the consideration and upon the terms and conditions set forth in
this Agreement.

      

       

      NOW,
THEREFORE, the Parties agree as follows:

       

      1.    DEFINITIONS; INTERPRETATION

       

      a.      Definitions

       

      As used in
this Agreement, the following terms will have the meanings set forth
below:

       

      “Administrative
Authorizations” has the meaning set forth in Section 16 of Schedule
A.

       

      “Affiliate” means, as to an
entity, a person or another entity which directly or indirectly controls, is
controlled by, or is under the common control with that entity; provided that
for purposes of this definition, ownership of at least 50% of an entity’s voting
stock, directly or indirectly, shall conclusively denote control
thereof.

       

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

       

      “Belgian Accounting Rules” has
the meaning set forth in Section 1(b).

       

      “Benefit Plan” has the meaning
set forth in Section 24 of Schedule
A.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Business Day” means any
weekday which is not a bank holiday in the United States of America (federal),
the State of Connecticut, or Belgium, as applicable.

       

      “Buyer’s Special Auditor” has
the meaning set forth in Section 2(c)(iii).

       

      “BV Capital” means BHB
BVBA/SPRL, a Belgian private limited liability company with address at
Frankrijklei 78, 200 Antwerp (Belgium), registered with the Crossroads Bank of
Enterprises under enterprise number 0862808169;

       

      “Cleanup” means any
investigation, cleanup, removal, containment, monitoring or other remediation or
response actions required by applicable Environmental Law or Occupational Safety
and Health Law.

       

      “Closing” has the meaning set
forth in Section 7(a).

       

      “Closing Date” means the date
of the Closing.

       

      “Collective Agreement” has the
meaning set forth in Section 22 of Schedule
A.

       

      “Company Code” means the
Belgian company code of May 7, 1999, as amended.

       

      “Contract” means any written
contract or agreement or other written arrangement or commitment of a
contractual nature, entered into by the Company and in force or of relevance at
the Closing Date.

       

      “Contribution” means
consolidated revenue derived from sales of Company products less the
consolidated variable cost of goods sold, as computed in accordance with past
practices and including all accounting line items as described in Schedule
D.

      


      “Disclosure Schedule” means
the disclosure schedule delivered by the Seller to the Buyer concurrently with
the execution and delivery of this Agreement, updated as necessary with respect
to accounts receivable, accounts payable and Inventory of the Company as of a
date not more than four (4)- Business Days prior to the Closing Date, and
attached hereto as Schedule
C.

      


      “Distribution Agreement”
shall have the meaning set forth in Section 3(c).

       

      “Earnout Period” has the
meaning set forth in Section 2(g).

       

      “Encumbrance” means any
security interest, pledge, mortgage, lien, charge, option, adverse claim of
ownership or use, right of usufruct, easement, restriction on transfer (such as
a right of first refusal or other similar right), defect of title or any
material encroachments or material encumbrance of any kind or character, other
than those arising by operation of law.

       

      “Environment” means soil, land
surface or subsurface strata, surface waters (including without limitation
navigable waters, streams, ponds, drainage basins, and wetlands), groundwater,
drinking water supply, stream sediments, ambient air (including indoor air),
plant and animal life, and any other environmental medium or natural
resource.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Environmental, Health and Safety
Liabilities” means any cost, damages, expense, liability or obligation
arising from or under Environmental Law or Occupational Safety and Health Law
and consisting of or relating to: (i) any environmental, health, or safety
matters or conditions (including on-site or off-site contamination, occupational
safety and health, and regulation of chemical substances or products); (ii)
fines, penalties, judgments, awards, settlements, legal or administrative
proceedings, damages, losses, claims, demands and response, investigative,
preventive, remedial, recovery or inspection costs and expenses arising under
Environmental Law or Occupational Safety and Health Law; (iii) financial
responsibility under Environmental Law or Occupational Safety and Health Law for
costs of Cleanup or corrective action, (iv) any other compliance, corrective,
investigative, or remedial measures required under Environmental Law or
Occupational Safety and Health Law; or (v) any claim by third parties arising
out of or in connection with any Environmental, Health and Safety
Liabilities.

       

      “Environmental Law” means any
Legal Requirement in force and applicable on or prior to the Closing Date to the
Company or to the conduct of or operation of its business or the ownership or
use of any of its assets that requires or relates to: (i) advising appropriate
authorities, employees and the public of intended or actual releases of
pollutants or Hazardous Materials, violations of discharge limits, or other
prohibitions and of the commencement of activities, such as resource extraction
or construction, that could have a material impact on the Environment; (ii)
preventing or reducing to acceptable levels the release of pollutants or
Hazardous Materials into the Environment; (iii) complying with all terms,
conditions and requirements set forth in any Environmental Permit or any
applicable rule of law; (iv) reducing the quantities, preventing the release, or
minimizing the hazardous characteristics of wastes that are generated; (v)
assuring that products are designed, formulated, packaged and used so that they
do not present unreasonable risks to human health or the Environment when used
or disposed of; (vi) protecting resources, species, or ecological amenities;
(vii) reducing to acceptable levels the risks inherent in the transportation of
Hazardous Materials, pollutants, oil or other potentially harmful substances;
(vii) cleaning up pollutants that have been released, preventing the threat of
Release of such pollutants or paying the costs of such clean up or prevention;
or (viii) making responsible parties pay private parties, or groups of them, for
damages done to their health, their assets or the Environment, or permitting
self-appointed representatives of the public interest to recover for injuries
done to public assets.

       

      “Environmental Permits” means
any Administrative Authorizations affecting public health and safety or worker
health and safety which directly relate to the Environment, land use, historic
preservation, zoning, green or open space or flora and fauna protection,
including, without limitation, those relating to (i) emissions, discharges or
threatened discharges or pollutants, contaminants, Hazardous Materials or
petroleum into the air, surface water, ground water or the ocean, or on or into
the land; and (ii) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport and handling of pollutants, contaminants, Hazardous
Materials or petroleum.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Facilities” means any real
property or leaseholds currently owned or operated by the Company and any
buildings, plants or structures currently owned or operated by the Company,
including the real property located at Ottergemsesteenweg 799, 9000 Ghent and
having the cadastral number H364D3.

       

      “Financial Debt” means all non
operational financial indebtedness of the Company for fixed amounts, as usually
(but not necessarily exhaustively) shown in the following statutory account
codes on the Financial Statements: Codes 291 and 41 on the assets side, and
Codes 170/4, 42 and 43 on the liability side.

       

      “Financial Statements” has the
meaning set forth in Section 4 of Schedule
A.

       

       “Hazardous Activity” means the
distribution, generation, handling, importing, management, manufacturing,
processing, production, refinement, Release, storage, transfer, transportation,
treatment, or use (including any withdrawal or other use of groundwater) of
Hazardous Materials in, on, under, about or from the Facilities or any part
thereof into the Environment, and any other act, business, operation or thing
that increases the danger, or risk of danger, or poses an unreasonable risk of
harm to persons or property on or off the Facilities.

       

      “Hazardous Materials” means
any waste or other substance that is listed, defined, designated, or classified
as, or otherwise determined to be, hazardous, radioactive, or toxic or a
pollutant or a contaminant under or pursuant to any Environmental Law, including
any admixture or solution thereof, and specifically including petroleum and all
derivatives thereof or synthetic substitutes therefor and asbestos or
asbestos-containing materials.

       

      “Indemnified Party” means a
Party entitled to indemnification hereunder.

       

      “Information Technology
Assets” has the meaning set forth in Section 26 of Schedule
A.

       

      “Intellectual Property” has
the meaning set forth in Section 25 of Schedule
A.

       

      “Intercompany Financial Debt”
means Financial Debt owed by or to the Company to or from the Seller or any
other Affiliate of Seller.

       

      “Inventory” has the meaning
set forth in Section 12 of Schedule
A.

       

      “Key Personnel” (singular “Key Person”) means
the current Plant Manager (Steven), the current Sales Engineer (Gustaaf) and the
current Accountant (Martine).

       

      “Knowledge” -- an individual
will be deemed to have “knowledge” of a particular fact or matter if (i) such
individual is actually aware of such fact or matter; or (ii) such individual
should have discovered such fact or matter acting in good faith within the scope
of his duties as normally conducted.  The Seller will be deemed to
have “Knowledge” of a particular fact or matter if any current director, Officer
or senior management member (including, but not limited to, the European
Controller and the European Environmental Coordinator) of the Seller and/or
Rogers BVBA, other than an individual continuing his or her employment with the
Company after the Closing, has Knowledge of such matter.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      “Legal Requirement” means
without limitation any and all civil and common law, statute, subordinate
legislation, treaty, regulation, directive, decision, by-law, ordinance,
circular, code, order, notice, demand, decree, injunction, resolution, judgment
or recommendation of any government, quasi-government, statutory, administrative
or regulatory body, court or agency in any applicable jurisdiction, but only to
the extent that such Legal Requirement is binding upon the Seller or the
Company.

       

      “Litigation” means, without
limitation, any (i) actions, suits or proceedings by any person, (ii)
arbitration or alternative dispute resolution process, or (iii) administrative
or other proceeding by or before or any investigation by any governmental or
other regulatory body or agency.

       

      “Loss” or “Losses” means any and all
monetary losses, liabilities claims, damages, obligations and expenses and other
tangible and measurable damages. Losses shall include reasonable costs and
expenses (including fees and expenses of legal counsel, and of pre-litigation
investigation and defense). Loss shall in no event include consequential
damages, and shall only include lost profits to the
extent that the following two conditions both apply: (a) that such lost profits
are directly caused by an alleged breach of any representation, warranty,
covenant or any other obligation made herein; and (b) that the profits lost are
those which would have been derived from actual purchase orders received and
acknowledged on or prior to the date of breach.

       

      In order
to reflect the understanding between Parties, as what they consider as lost
profits herein, a few examples are listed below, it being understood that (i)
these examples intend solely to illustrate the interpretation of Parties in
respect of the notion ‘lost profits’ and (ii) in no way are these examples
intended to be exhaustive as to which particular losses should be
compensated.

       

      
        	
                -  

              	
                If
      the inventory does not contain the stock available at Closing as disclosed
      by the Seller to the Buyer or said stock is of obsolete quality than Loss
      will include (i) the value of the missing or obsolete stock and (ii) lost
      profits on then placed and acknowledged purchase orders which could not be
      honored as a result of the stock been missing or obsolete, but not future
      purchase orders, loss of customer good will,
  etc.;

              


      

       

      
        	
                -  

              	
                If a
      machine breaks down and insurance coverage appears to be insufficient than
      Loss will include (i) the cost for reparation of the machinery and (ii)
      the loss of profits related to then placed and
      acknowledged  orders which cannot be honored by the Company as a
      result of the breakdown of the said
machinery.

              


      

       

       “Management Fees” means any
and all fees for non-commercial services to the Company by the Seller or any
Related Person of the Seller.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Material Adverse Effect”
means any fact, event or occurrence which, individually or when taken together
with the consequence of another or a series of related events or circumstances,
is or could reasonably be expected to have a negative financial impact to the
assets, financial condition, business or results of operations of the Company
taken as a whole.

       

      “Non-Competition Agreement”
has the meaning set forth in Section 3(a).

       

      “Occupational Safety and Health
Law” means any Legal Requirement in force and applicable on or prior to
the Closing Date to the Company or to the conduct of or operation of its
business or the ownership or use of any of its assets designed to provide safe
and healthful working conditions and to reduce occupational safety and health
hazards.

       

      “Officer” means, with respect
to any Party, a president, vice-president, managing director, treasurer or
principal financial officer, comptroller or principal accounting officer, and
any individual routinely performing corresponding functions with respect to such
Party.

       

      “Production License Agreement”
has the meaning set forth in Section 3(f).

       

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

      


      “Related Agreements” has the
meaning set forth in Section 3.

       

      “Related Persons” means with
respect to any specified person (i) any person that directly or indirectly
controls, is directly or indirectly controlled by, or is directly or indirectly
under common control with such specified person, (ii) any person that holds a
twenty percent (20%) or more equity ownership interest in such specified person,
(iii) each person that serves as a director, Officer, partner, executor or
trustee of such specified person (or in a similar capacity), and (iv) any person
in which such specified person holds a twenty percent (20%) or more equity
ownership interest, and (v) any person with respect to which such specified
person serves as a general partner or a trustee (or in a similar
capacity).

       

      “Release” means any spilling,
leaking, emitting, discharging, depositing, escaping, leaching, dumping, or
other releasing into the Environment whether intentionally or
unintentionally.

       

      “Rental Agreement” has the
meaning set forth in Section 3(b).

      


      “Rogers BVBA means a Belgian
public limited liability company with its registered office at Afrikalaan 188,
9000 Ghent and registered with the Crossroads Bank of Enterprises under number
0406.657.553.

      


      “Rogers Suzhou” has the
meaning set forth in Section 3(c).

      


      “Sales Agreement” has the
meaning set forth in Section 3(d).

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Share Pledge Agreement” has
the meaning set forth in Section 2(e).

      


      “Shares” has the meaning set
forth in Recital A to this Agreement.

       

      “Subsidy” has the meaning set
forth in Section 17 of Schedule
A.

       

      “Target Contribution” means an
amount equal to €3,642,000.00.

       

      “Taxes” means any direct or
indirect taxes, social security charges, imposts and other duties which any
company is required to pay, withhold or collect, including any income taxes,
capital gains taxes, real property taxes, stamp duties, V.A.T., excise taxes,
employee withholding taxes, social security and pension contributions,
environmental taxes and other governmental charges or duties, and any interest,
penalties or other additions to tax.

       

      “Tax Return” has the meaning
set forth in Section 19 of Schedule
A.

       

      “UCB Litigation” has the
meaning set forth in Section 6 f of this Agreement.

       

      b.      Interpretation

       

      Any
financial or accounting term or principle used in this Agreement (including,
without limitation, Contribution) shall have the meaning ascribed to it by,
and/or shall be construed in accordance with, Belgian accounting laws currently
in effect, and shall conform to existing accounting and valuation rules which
appear on the statutory accounts of the Company filed with the National Bank of
Belgium (such laws and rules being referred to collectively herein as “Belgian Accounting
Rules”).  When a reference is made in this Agreement to a
Section, an Article, an Exhibit or a Schedule, such reference shall be to a
Section, an Article, an Exhibit or a Schedule of this Agreement unless otherwise
indicated.  All references to an Article, a Section, an Exhibit or a
Schedule shall include all subparts thereof.  Any disclosure in the
Disclosure Schedule shall be deemed made with respect to each and every
representation to which it may have relevance.  The table of contents,
the index of defined terms and the headings contained in this Agreement are for
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.  This Agreement has been thoroughly and vigorously
examined and negotiated by competent separate counsel for Buyer and Seller,
respectively, and therefore no interpretation of this Agreement shall be
influenced by any purported control of the drafting of this Agreement or any
Related Agreement.  Whenever the word "including" is used in this
Agreement, it shall be deemed to mean "including without limitation,"
"including, but not limited to" or other words of similar import such that the
items following the word "including" shall be deemed to be a list by way of
illustration only and shall not be deemed to be an exhaustive list of applicable
items in the context thereof.

       

      2.      PURCHASE AND SALE OF
SHARES

       

      a.      Purchase
and Sale of Shares

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      Subject to
the terms and conditions of this Agreement, the Seller hereby irrevocably
(except as otherwise set forth herein) covenants and agrees to sell and transfer
to the Buyer, and the Buyer hereby irrevocably (except as otherwise set forth
herein) covenants and agrees to purchase from the Seller, for the Purchase Price
(as defined below) all right, title and interest in and to all of the Shares,
free and clear of any Encumbrance. As from Closing the Buyer shall be the sole
holder of all rights pertaining to the Shares (such as but not limited to voting
rights, dividend rights, liquidation rights).

       

      b.      Purchase
Price

       

      Subject to
adjustment as set forth in Section 2(d) and to the limitations set forth below,
in consideration of the Shares and subject to the terms and conditions set forth
in this Agreement, the Buyer shall pay to the Seller the amounts described in
Section 2(b)(i) – (iv) (collectively, the “Purchase Price”); provided,
that, except for interest thereon as described in Section 2(e), the total amount
due pursuant to Section 2(b)(ii) – (iv), below, shall not exceed Four Million
Five Hundred Thousand Euros (€4,500,000).  The Purchase Price shall be
transferred in accordance with wire instructions specified by the Seller in
writing and communicated to Buyer at least three (3) Business Days prior to the
applicable payment date and shall be made as and when set forth
below:

       

      (i)           On
the Closing Date, via wire transfer of immediately available funds, the sum of
Eight Million Nine Hundred Forty Thousand Euros (€8,940,000.00) (the “Base Purchase Price”), plus
One Million Five Hundred Ninety-Six Euros (€1,000,596.00), representing cash and
cash equivalents reflected on the balance sheet of the Company as of December
31, 2007, which amount the Seller shall use reasonable efforts to make sure
remains on the balance sheet of the Company at the Closing Date. Two (2)
Business Days prior to the Closing Date, the Seller will provide the Buyer with
a good faith estimate of the cash that will be available at the Closing
Date.

       

      (ii)           An
amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the
Company for the fiscal year ended December 31, 2009, less Target Contribution,
which shall be payable to the Seller on or prior to the earlier of (a) thirty
(30) days following the date on which the financial results for such fiscal year
are available; and (b) April 30, 2010;

       

      (iii)           An
amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the
Company for the fiscal year ended December 31, 2010, less Target Contribution,
which shall be payable to the Seller on or prior to the earlier of (a) thirty
(30) days following the date on which the financial results for such fiscal year
are available; and (b) April 30, 2011; and

       

      (iv)           An
amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the
Company for the fiscal year ended December 31, 2011, less Target Contribution,
which shall be payable to the Seller on or prior to the earlier of (a) thirty
(30) days following the date on which the financial results for such fiscal year
are available; and (b) April 30, 2012.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      In the
event that any calculation described in Section 2(b)(ii) – (iv) results, for the
fiscal years ended December 31, 2009 and/or 2010, in an amount less than zero,
then (a) no amounts shall be due from Buyer to Seller, or from Seller to Buyer,
on account of that year; and (b) any such negative amounts will be offset with
any positive amounts resulting from such calculation for the fiscal years ended
December 31, 2010 and/or 2011. For the avoidance of doubt, the future set-off
described in the preceding sentence shall be the Buyer’s sole recourse in the
event of any such negative amounts.  No offset or reduction of any
portion of the Purchase Price previously accrued to Seller shall be made on
account of any such negative amounts, nor shall there be any obligation that the
Seller repay any portion of the Purchase Price previously paid by Buyer pursuant
to Section 2(b)(i) – (iii) in any applicable fiscal year.

       

      Solely
with respect to any payment made by Buyer pursuant to Section 2(b)(iv), Buyer
shall provide Seller with a good faith estimate of the amount of any such
payment no later than January 10, 2012, so as to allow Seller to properly
allocate the Purchase Price on its books.

       

      c.      Determination
of Contribution

       

      (i)           For
purposes of determining Contribution for any applicable period, the operations
of the Company shall be segregated from the other operations of any other
entity, including Affiliates of the Buyer or BV Capital.

       

      With
respect to payments to be made pursuant to Section 2(b)(ii), above,
“Contribution” shall be deemed to include the Contribution of any sales made
during the last quarter of fiscal 2008 the circumstances of which indicate that,
in the ordinary course of business as conducted prior to the Closing, such sales
would normally have been made in fiscal 2009. With respect to payments to be
made pursuant to Section 2(b)(iv), above, “Contribution” shall be deemed to
include the Contribution of any sales made during the first quarter of fiscal
2012 the circumstances of which indicate that, in the ordinary course of
business as conducted prior to the Closing, such sales would normally have been
made in fiscal 2011.  The Buyer shall provide to the Seller, upon
request, reasonable information regarding sales in the last quarter of fiscal
2008 and the first quarter of fiscal 2012, to enable the Seller to audit same
and assess the nature of such sales with respect to the foregoing criteria, and
any deviation therein shall be subject to the provisions regarding audit
compensation and dispute resolution set forth in clauses (ii) and (iii) below.
The legal burden of proof that such sales should be reallocated for purposes
hereof shall be upon the Seller.

       

      In
addition the Buyer shall provide Seller, not later than 30 January of each
fiscal year during the Earnout Period, with a good faith estimate of
Contribution for the relevant fiscal year.

       

      (ii)           Not
later than each of the payment dates set forth in Sections 2(b)(ii)-(iv) above
(whether or not any actual payment is then due), the Buyer shall provide to the
Seller with audited financial statements of the Company for the previous fiscal
year. Following receipt of such audited financial statements of the Company for
any such fiscal year, Seller shall have the option, at its sole expense, to have
any such audited financial statements, together with the work papers used in the
preparation thereof, reviewed by an auditing firm of its choosing which is not
then providing substantial services to the Seller, in order to verify the
determination of Contribution and for any other reason pertinent to the
calculation of the payments, accruals and/or setoffs to be made pursuant to
Section 2(b)(ii) – (iv) for the applicable fiscal year.  In the event
that such review shows a deviation of five percent (5%) or more from the
Contribution shown on the applicable audited financial statement for any fiscal
year, Seller shall notify Buyer of such deviation and of the amount of Seller’s
expenses in connection with such audit, in which case, subject to clause
2(c)(iii) below, Buyer shall reimburse Seller for all reasonable audit expenses,
as well as any additional Purchase Price payment due, within ten (10) Business
Days following receipt of such notice.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (iii)           If,
not later than ten (10) Business Days following receipt by Buyer of the notice
described in the last sentence of Section 2(c)(ii), Buyer notifies Seller that
it intends to have such results re-audited by an auditing firm selected by the
Buyer which is not then providing substantial services to the Buyer (“Buyer’s Special Auditor”),
then Buyer’s obligation to reimburse Seller and pay any disputed additional
Purchase Price amount shall be suspended pending the results of such audit. If
the Buyer’s Special Auditor determines that the deviation described in such
notice has been reached in error, and delivers a written statement to that
effect to both the Buyer and Seller, then, if Seller still disputes such
determination, the payment of any disputed portion of the Purchase Price, as
well as reimbursement of the reasonable audit expenses (if the Buyer’s Special
Auditor’s determination states that such deviation, if any, is less than five
percent), shall remain suspended, pending a final resolution of the matter in
accordance with Section 9(f).

       

      d.      Adjustment

       

      A deposit
in the amount of Two Hundred Ninety-Two Thousand Eight Hundred Twenty Euros
(€292,820.00) has been made by the Company to Openbare Afvalstoffenmaatschappij
voor het Vlaamse Gewest (“OVAM”). Promptly following the
unconditional release of all or any portion of the deposit by OVAM the released
amount will be paid over to the Seller; provided, that (i) the Seller shall be
responsible for any additional tests, investigations or recovery measures
legally required to be incurred by the Company, and (ii) the Seller will bear
any and all costs in connection with obtaining an unconditional release of the
deposit. Following the Closing Date, the Seller agrees to provide the Company
with reasonable access to Laurent Verschuere, the current Environmental
Coordinator of Rogers BVBA, or his successor, to provide such assistance as
Buyer reasonably may request in connection with the handling of any outstanding
obligations of the Company to OVAM through the date of such unconditional
release. Buyer understands that M. Verschuere, and any successor, is and shall
be fully engaged in the ongoing business activities of Rogers BVBA, and will
therefore not be available to Buyer on demand or for extended periods of
time.  Buyer agrees to direct all requests for such assistance to M.
Dirk Maeyens (or, in his absence, a person designated by M. Luc Van
Eenaeme).  Buyer and Rogers
BVBA shall agree to use commercially reasonable efforts to reduce the disruption
to the activities of Rogers BVBA and Buyer in connection with the provision of
such assistance by M. Verschuere or his successor pursuant to this Section
2(d).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      e.      Interest

       

      Interest
will accrue on any and all amounts due from Buyer to the Seller pursuant to
Section 2(b)(ii) – (iv) and not in dispute at the rate of 4% per annum, for the
period from the Closing Date to the date of such payment. Interest will accrue
on amounts subject to an actual dispute pursuant to Section 2(c) from the date
of challenge by either Party, and will become due and payable on such amounts as
of the date of a final resolution, in accordance with the terms and conditions
of this Agreement, of such dispute.

       

      f.      Security
and Subordination

       

      All
amounts payable by Buyer to Seller pursuant to this Agreement shall be secured
by a lien on the Shares, as evidenced by the Share Pledge Agreement; provided,
that such lien shall be subordinated only to the bank loans incurred directly by
Buyer to finance the purchase of the Shares at the Closing.

       

      g.   Sale
of the Company During the Earnout Period

       

      No sale of
all or substantially all the Company’s operating assets, other than in the
ordinary course of business consistent with past practice, and no sale,
exchange, merger or other disposition of all of the Company’s stock
(collectively, a “Company
Sale”), shall be permitted prior to January 1, 2010, without the express
prior written consent of the Seller, which may be withheld, delayed or
conditioned at Seller’s sole discretion. No (i) sale of less than all of the
Company’s operating assets, other than in the ordinary course of business
consistent with past practice, (ii) sale, exchange or other disposition of less
than all of the Company’s stock, or (iii) Company Sale other than to a third
party that is not an Affiliate of Buyer, shall be permitted following the
Closing Date and prior to December 31, 2011 (the “Earnout Period”) without the
express prior written consent of the Seller, which may be withheld, delayed or
conditioned at Seller’s sole discretion.  No Company Sale shall be
permitted during the Earnout Period if any other stock, or any assets or
consideration related to a different business than the Company, are being
conveyed to the same or an affiliated purchaser or acquiror in connection
therewith.

       

      In the
event of a Company Sale during the Earnout Period and on or after January 1,
2010, then: (a) if the purchase price thereof (whether guaranteed or contingent)
equals or exceeds the sum of Thirteen Million Four Hundred Forty Thousand Euros
(€13,440,00.00), then the entire unpaid portion of the Purchase Price shall be
paid to Seller within 24 hours of receipt by the Buyer, as if Seller had
completely met the conditions of Sections 2(b)(ii)-(iv) hereof; and (b) if the
purchase price therefor (whenever or however payable) exceeds the Base Purchase
Price but is less than the sum of Thirteen Million Four Hundred Forty Thousand
Euros (€13,440,00.00), then fifty percent (50%) of that portion of the purchase
price paid by such third party (whether guaranteed or contingent) which exceeds
the amount of the portion of the Base Purchase Price then accrued to the Seller,
together with all payments received by Seller pursuant to Section 2(b)(ii) –
(iv), shall be paid to the Seller within 24 hours of receipt by the Buyer. Any
payments pursuant to (a) or (b) above shall include any applicable interest
provided for herein, as well as either (i) the adjustment referred to under
Section 2(d), whether or not that adjustment actually has become due in
accordance with the terms and conditions set out in Section 2(d); or (ii) an
undertaking by the purchaser in the Company Sale to pay such adjustment directly
to the Seller when and if it becomes due in accordance with the terms and
conditions set out in Section 2(d), with such undertaking indemnified by Buyer.
In no event shall Buyer’s payments hereunder, together with amounts already
accrued and/or paid to Seller under this Agreement, exceed the sum of Thirteen
Million Four Hundred Forty Thousand Euros (€13,440,00.00) plus any adjustments
and interest as provided in and pursuant to the terms and conditions of clauses
(d) and (e) above.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      h.      Additional
Payment

       

      The Buyer
agrees to pay to Seller, on the Closing Date, the additional amount of Seven
Hundred Fifty Thousand Euros (€750,000.00) (being the amount Rogers BVBA owed to
the Company as of 31 December 2007 and which is reflected on the balance sheet
of the Company as of that date) subject to the settlement, at the Closing Date,
of all Intercompany Financial Debt.  Such amount shall not be deemed
an addition to or a component of the Purchase Price for purposes
hereof.

       

      3.      RELATED
AGREEMENTS

       

      In
connection with the sale and purchase of the Shares contemplated by this
Agreement, the Parties at the Closing shall each execute and deliver, as
applicable, the following agreements (collectively, together with any other
binding legal agreements, instruments and certificates delivered to a Party
hereto in connection herewith, the “Related
Agreements”):

       

      a.           A
Non-Competition Agreement by and between the Seller and the Buyer in
substantially the form attached hereto as Exhibit A (the “Non-Competition
Agreement”).

       

      b.           A
Building Lease Agreement substantially in the form attached hereto as Exhibit B for lease
to Rogers BVBA of the Company’s transit and resale warehouse for up to six (6)
months following the Closing, with an option in favor of Rogers BVBA to extend
such term for up to an additional twelve (12) months thereafter, upon current
terms and conditions (the “Rental
Agreement”);

       

      c.           A
Distribution Agreement in substantially the form attached hereto as Exhibit C among the
Company, Rogers Technologies (Suzhou) Co. Ltd., a company incorporated under the
laws of China (“Rogers
Suzhou”), Rogers Technologies (Singapore) Inc., a company incorporated
under the laws of Singapore (“Rogers Singapore”) and Rogers
Southeast Asia, Inc., a company incorporated under the laws of Hong Kong (“Rogers Hong Kong”) for
the distribution of the Company’s products by Rogers Suzhou and the remaining
distributor parties for a period of six (6) months following the Closing (the
“Distribution
Agreement”).

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      d.           A
Sales Agreement in substantially the form attached hereto as Exhibit D between the
Company and the Seller for the supply of bus bar insulation (the “Sales
Agreement”).

       

      e.           A
Second Ranking Share Pledge Agreement in substantially the form attached hereto
as Exhibit E,
evidencing the lien on the Shares described in Section 2(f) (the “Share Pledge
Agreement”).

       

      f.           A
Production License Agreement between the Company and the Seller in substantially
the form attached hereto as Exhibit F, permitting
Seller and/or its Affiliates to manufacture, solely for Seller’s and its
Affiliates’ own use and not for resale (except as incorporated in other
Seller products sold to third parties), laminates used in insulation of busbars
manufactured by Seller and/or its Affiliates (the “Production License
Agreement”).

       

      g.           Certificates
of each Party’s respective Officers, attesting to their respective
organizational documents, to the incumbency of the Officers signing this
Agreement on their behalf, and to the resolutions of their respective Boards of
Directors approving the transactions contemplated by this
Agreement.

       

      h.           Duly
executed resignations, effective as of the Closing Date, of the following
persons: M. Luc Van Eenaeme, as a director and as the managing director (administrateur délégué/gedelegeerd bestuurder) of
the Company, and of Messrs. Robert D. Wachob and Dennis M. Loughran as directors
of the Company.

       

      i.           A
Mutual Non-Disclosure Agreement among the Buyer, the Company and the Seller in
substantially the form attached hereto as Exhibit
G.

       

      4.      REPRESENTATIONS
AND WARRANTIES OF THE SELLER

       

      a.           The
representations and warranties are made as of the date hereof and as of the
Closing Date or, as the case may be, any such earlier or later date as of which
they are expressly made.

       

      b.           Subject
to the provisions of Section 8(b)(v), the Seller expressly acknowledges that the
Buyer is entering into the Agreement in reliance upon the representations and
warranties as well as upon the other covenants, undertakings, commitments and
obligations of the Seller hereunder, all of which constitute essential elements
for the Buyer’s agreement to the purchase of the Shares. The Seller expressly
agrees that no investigation by the Buyer and no information furnished by the
Seller or any third party shall limit the scope of the representations and
warranties or of any other covenants, undertakings, commitments and obligations
of the Seller unless disclosed in the Disclosure Schedule. For the sake of
clarity and the avoidance of any doubt, nothing in the Disclosure Schedule shall
be deemed adequate to disclose an exception to representations and warranties or
of any other covenants, undertakings, commitments and obligations of the Seller,
unless the Disclosure Schedule identifies the exception with reasonable
particularity and describes the relevant facts in reasonable detail or refers,
together with reasonable explanation as necessary, to a particular
document.

       

      
        
          
          

        

        
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      c.           For
the avoidance of any doubt, save as otherwise provided in particular in the
relevant representation or warranty, the representations and warranties are made
in respect of events, matters or circumstances:

       

      - which
occurred or arose on or before the Closing Date; or

       

      - which
shall occur or arise after the Closing Date, provided that in that case the
cause or origin (“de oorzaak
of de oorsprong”/ “la
cause ou l’origine”) of such events, matters or circumstances dates back
to or before the Closing Date.

       

      
        
          5.  REPRESENTATIONS
AND WARRANTIES OF THE BUYER; INDEMNIFICATION; GUARANTEE OF BV
CAPITAL

        

      

       

      The Buyer
hereby makes the representations and warranties to the Seller set forth in Schedule B
hereto.

       

      The Buyer
agrees, from and after Closing Date, to indemnify and hold the Seller and its
agents, partners and Related Persons (collectively, the "Seller Indemnified Parties")
harmless from and against any Losses incurred by a Seller Indemnified Party
directly or indirectly resulting from (x) any inaccuracy in, or breach of, a
representation or warranty  contained in this Agreement, or (y) any
failure by the Buyer to perform or comply with any applicable covenant contained
herein, including without limitation the various payment obligations of Buyer
pursuant to Section 2 hereof.

       

      Without
limiting the foregoing, BV Capital agrees, from and during the Earnout Period
and until the payment of all amounts accrued to Seller pursuant to Section
2(b)(ii) - (iv) in full, to guarantee the payment obligations of the Buyer
pursuant to Section 2(b) (ii)-(iv), including interest accrued thereon pursuant
to Section 2(e), subject to the following:

       

      -           Each
time any payment is made pursuant to Section 2(b)(ii) - (iv) by Buyer and/or BV
Capital or is deemed to have been made in accordance with the terms hereof (see
Section 6(h)), the liability of BV Capital shall be automatically and
irreversibly decreased by such amount paid or deemed to be paid.

       

      -           The
payment obligation of BV Capital hereunder shall only arise at the earliest to
occur of the following events:  (a) the Buyer and Seller have reached
agreement on the amount of any payment due pursuant to Section 2(b)(ii) - (iv),
and (b) if such amounts are disputed between the Buyer and the Seller, the
entire procedure of Section 2(c) has been completed.

       

      -           Although
BV Capital expressly waives the benefit of article 2021 of the Belgian Civil
Code, BV Capital shall not be jointly liable for the payment of amounts accrued
to Seller pursuant to Section 2(b)(ii) - (iv), but only to the extent that the
payment obligation of BV Capital shall be subject to (and only to) (a) the
Seller having provided notice to BV Capital, with a copy to the Buyer,
confirming its intention to enforce its guarantee hereunder, which notice shall
include (i) a copy of the document demonstrating the agreement which the Buyer
and Seller have reached on the amount of any payment due pursuant to Section
2(b)(ii) - (iv), or (ii) if such amounts were disputed between the Buyer and the
Seller, proof that the entire procedure of Section 2(c) has been completed, and
(b) Buyer’s failure to pay the amounts accrued to Seller pursuant to Section
2(b)(ii) - (iv) within sixty (60) days following delivery of such notice. During
such sixty day period, BV Capital shall have the right to negotiate with its
financing bank for additional financing or a temporary change in the existing
payment schedule.  BV Capital expressly agrees to be subject to
Section 9(f) in connection with Seller’s enforcement of its guarantee set forth
herein.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
6.      COVENANTS

       

      a.      Debt

       

      (i)           Any
Financial Debt of the Company shall be satisfied in full as of the Closing
Date.

       

      (ii)           Subject
to Section 6(c), Intercompany Financial Debt incurred or accrued from January 1,
2008 through the Closing Date shall be satisfied in full, such that a zero
balance therefor remains on the balance sheet of the Company as of the Closing
Date.

       

      b.      Confidentiality

       

      The
Parties and BV Capital undertake to keep in strict confidence all terms and
conditions of this Agreement and the transactions contemplated hereby and not to
use or disclose any confidential information relating to any of them and (in the
case of the Seller) the Company, unless made (i) in the reasonable belief that
it is required pursuant to a Legal Requirement, or (ii) to a Party’s or BV
Capital’s attorneys, accountants, advisors and other professionals and agents,
each of whom shall be required to treat such confidential information in at
least the same manner as set forth herein. Each of the Parties and BV Capital
shall use their best efforts to prevent any such use or disclosure by any third
party.

       

      Neither
any Party nor BV Capital shall issue or make, or allow to be issued or made, any
press release or public announcement concerning the transactions contemplated by
this Agreement without the prior written consent of the remaining Parties and/or
BV Capital, as applicable (provided, however, that no such Party’s consent shall
be unreasonably withheld, delayed or conditioned), except pursuant to any Legal
Requirement, but in any event only after giving the remaining Parties and/or BV
Capital, as applicable, a reasonable opportunity to comment on such release or
announcement in advance.  The Parties and BV Capital acknowledge that
Seller, as a publicly traded company, may have certain Legal Requirements in the
nature of public securities filings with very short filing deadlines, and
therefore shall have discretion to file same if necessary even prior to receipt
of approval from the Buyer, and that Seller, in any event, must have the final
decision as to the content and wording of such filings.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      In
addition to the restrictions set forth above, the terms and conditions set forth
in that certain Non-Disclosure Agreement dated April 9, 2008, by and between
Seller and BV Capital with respect to the Company shall remain in full force and
effect (including, without limitation, the terms and conditions therein
regarding contact by BV Capital with employees, suppliers, customers,
distributors and sales representatives of the Company), and shall be deemed to
apply to the Buyer as well as to BV Capital; provided, however, that in the
event the terms and conditions of this Agreement conflict with those set forth
in such Confidentiality Agreement, this Agreement shall prevail.

       

      c.      Sale
of Rogers Suzhou Inventory; Intercompany Trade Debt Generally

       

      Promptly
after the expiration of the term of the Distribution Agreement, the Seller will
cause Rogers Suzhou to sell to the Company all goods produced by the Company and
which were sold to and are then still held by Rogers Suzhou on such date, and
the Buyer shall cause the Company to purchase such goods from Rogers Suzhou. The
price to be paid by the Company for such goods will be the price that Rogers
Suzhou paid to the Company, exclusive of any third party shipping or insurance
costs therefor and/or any duties thereon, for the acquisition of such
goods.

       

      Rogers
Suzhou will satisfy any intercompany trade debt owed by it to the Company within
seventy-five (75) days of receipt of invoices therefor during the term of the
Distribution Agreement. Within 75 days of the date of termination of the
Distribution Agreement in accordance with its terms, the Seller will cause
Rogers Suzhou to satisfy in full all outstanding trade debt with the
Company.

       

      In
addition, prior to the Closing Date, any intercompany trade debt (excluding
Financial Debt) between the Company, on one hand, and Seller or any Affiliate of
Seller other than Rogers Suzhou, on the other hand, will be satisfied in full,
as and to the extent that import declaration forms, as approved by applicable
customs officials, are available therefor.  To the extent such import
declaration forms are unavailable as of the Closing Date, Seller or such
Affiliate shall pay the invoices relating thereto to the Company promptly
following approval thereof by such officials.

       

      Seller
will make the following payments to Buyer, based upon sales of Products (as such
term is defined in the Distribution Agreement) sold by the Company to Rogers
Suzhou, Rogers Singapore and Rogers Hong Kong pursuant to the Distribution
Agreement, as follows (the Parties have agreed to deem the payments below as an
adjustment to the Purchase Price):

       

      - Not
later than January 31, 2009, Seller shall pay over to Buyer an amount equal to
ten percent (10%) of the retail price paid for all Products sold by the Company
to Rogers Suzhou, Rogers Singapore and/or Rogers Hong Kong pursuant to the
Distribution Agreement during the period beginning on the Closing Date and
ending December 31, 2008; provided, that Buyer shall send Seller a good faith
estimate of such amount no later than
January 10, 2009.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      - Promptly
following the expiration of the term, or earlier termination, of the
Distribution Agreement, Seller shall pay over to Buyer an amount equal to ten
percent (10%) of the retail price for all Products sold by the Company to Rogers
Suzhou, Rogers Singapore and/or Rogers Hong Kong pursuant to the Distribution
Agreement during the period beginning on January 1, 2009 and ending on the date
of such expiration or termination; provided, that this payment shall only be
made following receipt by Seller of the payment due from the Company pursuant to
the first paragraph of this Section 6(c).

       

      Any
amounts paid by the Seller to the Buyer, related to the paragraph above, shall
constitute a reduction of the Purchase Price.

       

      d.      Pre-Closing
Due Diligence Procedures

       

      Buyer
shall be allowed full access during normal business hours, with reasonable prior
notice and in the presence of authorized representatives of the Seller,
beginning not more than three (3) Business Days prior to the Closing Date, to
conduct (i) interviews with Key Personnel, and (ii) an on-site inspection of the
Company; provided, that such access shall not unreasonably interfere with the
business or operations of the Company. The Buyer’s lenders may accompany Buyer
in such on-site inspection.  Buyer in no event shall make any attempt
to contact or communicate with any Company employees (including, without
limitation, any Key Personnel), whether orally or in writing, in person or
remotely, except in accordance with the above procedures and in the presence of
a  representative of Seller.

      


      e.      Post-Closing
Obligations of the Buyer

       

      Immediately
following the Closing, the Buyer will hold an extraordinary meeting of the
shareholders of the Company for the purpose of acknowledging the resignations of
Messrs. Luc Van Eenaeme, Robert D. Wachob and Dennis M. Loughran as directors of
the Company and to grant an unconditional release from liability to such
resigning directors for actions taken by them in such capacity up to the Closing
Date, it being understood that the Buyer shall have such releases approved and
ratified at the annual meeting of the shareholders of the Company held in
2009.

      


      Following
the Closing Date, the Buyer agrees that it shall not declare, pay or set aside
any dividends on the Shares or shares of any other class or series of capital
stock of the Company prior to December 31, 2008.

      


      f.      Rights
against UCB S.A.

       

      The
Company has initiated actions to claim damages against UCB SA (the former owner
of the Company) for failure to adequately disclose the environmental concerns
involving the Company’s real property (the “UCB Litigation”).

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
The Seller
undertakes to indemnify and hold harmless the Company and/or the Buyer for any
and all Losses incurred by the Company and/or the Buyer directly in connection
with the UCB Litigation (including, but not limited to any such Loss as a result
of a counterclaim by UCB SA, reasonable legal fees and the cost of management
time); provided, that the UCB Litigation shall be conducted in accordance with
the relevant terms and conditions of Section 8; and provided, further that
Seller shall, at any time in its sole discretion, have the option to settle the
UCB Litigation.

      


      Promptly
following the receipt of amounts paid or reimbursed to the Company as a result
of the UCB Litigation, the Buyer shall pay over to the Seller the amounts
received, less (i) the Loss incurred by the Company and/or the Buyer in
connection with the UCB Litigation and not paid by the Seller to the Company or
the Buyer in accordance with the previous paragraph, and (ii) the net Taxes due
by the Company on these amounts, following application of allowed
deductions.

      


      Any net
amounts paid by the Buyer pursuant to this Section 6(f) shall constitute a
supplement to the Purchase Price.

      


      g.      Transitional
undertakings

       

      - Use of Sellers
name

       

      Solely to
the extent expressly set forth below, after the Closing Date the Buyer and the
Company are allowed to use the name “Rogers”:

       

      (i)           For
internal use only, the Buyer may use the name “Rogers” in any communication
within the Company (including among its employees) or between the Company and
the Buyer or its Affiliates or in any existing application with the sole purpose
to be circulated and used only within the Company or between the Company and the
Buyer or its Affiliates.

       

      (ii)  For
external use, the Buyer may use the name “Rogers” in any communication towards
any third party or on any existing application (including but limited to
existing stocks of packaging, signage, sales and other promotional literature)
to be provided to third parties, during a term of three (3) months from of the
Closing Date; provided, that Buyer shall use its best efforts to destroy all
such stocks during such period.  Following which ninety (90) day
period, any remaining quantities of such materials shall be
destroyed.  Notwithstanding the foregoing, Buyer agrees to cause the
Company to change its name from “Rogers Induflex NV” to “Induflex NV” not later
than ten (10) Business Days after the Closing Date.

       

      - Information Technology
Assets

       

      The
Information Technology Assets of the Company are shared with Rogers BVBA. The
Seller warrants that the current Information Technology Assets (including, for
the avoidance of doubt, internet access for employees, email addresses and email
access for employees, ASW/IBS system and website) will remain fully operational
after Closing Date.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      For a
period of three (3) months from the Closing Date, Seller shall cause Rogers
BVBA, at its own expense, to fully cooperate with the Company in connection with
(i) the transfer and set-up of dedicated servers (including email server) and
network connections, (ii) the transfer of any software in which the Company has
rights, (iii) the transfer of any Information Technology Assets used by
employees who, prior to the Closing, did not work at the Facilities but who will
be transferred in connection with the Closing and (iv) the transfer of any data
pertaining exclusively to the Company (including historic data). Upon Closing,
Seller shall transfer to Buyer all website related content and shall transfer
ownership of all related domain names. Buyer shall use reasonable efforts to
ensure that the Information Technology Assets run on a stand-alone basis not
later than the expiration of such ninety (90) day period, following which date
Seller shall make Rogers BVBA or such other relevant Affiliate available, on an
as-needed basis, to respond to Buyer’s reasonable requests for assistance in
connection with the Information Technology Assets.  Buyer shall at all
times be responsible for the placement of the Information Technology Assets in
the proper locations (e.g., with proper ventilation, temperature control,
etc.).  Seller and Buyer will use commercially reasonable efforts to
ensure that provision of the services described herein, whether provided during
or following the expiration of the 90 day period set forth above, results in a
minimum of disruption to the activities of each of Rogers BVBA and
Buyer.

       

      - UK Sales Engineer
(Carl)

       

      As of the
Closing Date, the Seller shall provide the Company’s current UK Sales Engineer
with six months’ notice of termination.  During such six month period,
(a) Seller shall cause the UK Sales Engineer to provide services to the Buyer,
and (b) Buyer agrees to use its best efforts to enter into a new employment
contract or other arrangement with the UK Sales Engineer.  The Seller
will invoice the Buyer for related costs during the six month period described
in the preceding sentence.

       

      - Insurance Policies

       

      Seller has
worked with its current insurance broker in order to obtain stand-alone coverage
for Buyer as of the Closing upon substantially similar terms and conditions as
those policies of the Company in effect immediately prior to the Closing Date.
The Buyer acknowledges that the policies referred to in the preceding sentence
will be at a higher cost for the Company of maximum €25,000.

       

      h.      Couvreur
Case

       

      The
Company is the defendant in an action brought by Paul Couvreur, a former
employee.  From and after the Closing Date, Seller hereby undertakes
to conduct, either itself or through an Affiliate and at its or such Affiliate’s
sole expense, the defense of such claim and shall pay any and all costs
associated therewith (including, without limitation, attorneys’
fees).

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      In the
event that the Company, as named defendant, incurs Losses resulting from a
verdict in favor of M. Couvreur, Buyer shall be entitled to offset such Losses
against any positive amounts resulting from the calculations in Section 2(b)(ii)
– (iv), it being understood that in case the claim by Paul Couvreur results in
Losses incurred by the Company after any positive amounts resulting from
calculations in Section 2(b)(ii) – (iv) have become due and paid to the Seller
(and thus offset is no longer possible), the Seller undertakes to reimburse the
Buyer for the amount of such Losses; provided that such reimbursement can never
exceed the total amount of amounts paid by the Buyer to the Seller pursuant to
Section 2(b)(ii) – (iv).

       

      i.      Further
Assurances

       

      The
Parties agree (i) to furnish upon request to each other such further
information, (ii) to execute and deliver to each other such other documents, and
(iii) to do such other acts and things (including, for example, reasonable
access to and consultation with principals of Seller located in Belgium), all as
any other Party may reasonably request for the purpose of carrying out the
intent of this Agreement and the consummation of the transactions contemplated
hereby.

       

      7.      CLOSING

       

      a.      Closing

       

      The
purchase and sale of the Shares (the “Closing”) shall be held at the
offices of Rogers BVBA, remotely via the exchange (by tangible or electronic
means) of documents and signatures, or at such other time and place as agreed to
among the Parties.  At the Closing, the Parties shall cause the
transfer of the Shares to be recorded in the share register of the Company, and
such recordation shall be signed by or on behalf of the Parties.

       

      8.      INDEMNIFICATION

       

      a.      Survival

       

      The
Parties’ representations and warranties in this Agreement, or in any Related
Agreement or other instrument delivered pursuant to this Agreement, shall
survive the Closing and continue until 5:00 p.m., Central European time, on the
date which is twenty-four (24) months after the Closing Date; provided, however,
that: (i) any claim for violation of the representations and warranties set
forth in Section 19 of Schedule A hereto
shall survive for a period of sixty (60) days from the date of expiration of the
statute of limitations applicable to any claim or right of action related
thereto; (ii) any claim for violation of the representations and warranties set
forth in Section 3 of Schedule A hereto
shall survive for a period of thirty (30) years from the Closing Date; and (iii)
any claim for violation of the representations and warranties set forth in
Section 21 of Schedule
A hereto shall survive for a period of seven years and six months from
the Closing Date. For avoidance of doubt, the covenants and agreements contained
in this Agreement and the Related Agreements to be performed at Closing or
during the period following Closing shall survive until fully performed in
accordance with their terms.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      b.      Indemnification
- Limitations – Procedure – Third Party Claims

       

      (i)           Indemnification

       

      The Seller
agrees, from and after the date hereof, for any claim for indemnity asserted
during the applicable period(s) specified in Section 8(a) above, to indemnify
and hold harmless Buyer, and its agents, partners and Related Persons (including
the Company) and their respective successors and assigns (collectively, the
“Buyer Indemnified
Parties”), from and against any Losses incurred by a Buyer Indemnified
Party, directly or indirectly, resulting from (x) any inaccuracy in, or breach
of, a representation or warranty of Seller contained in this Agreement or in any
Related Agreement delivered by Seller in connection with the transactions set
forth herein, or (y) any failure by Seller to perform or comply with any
applicable covenant contained herein or in any Related Agreement.

       

      (ii)           Limitations

       

      The
liability of Seller to provide indemnification pursuant to Section 8(b)(i) shall
be limited as follows:

       

      
        	
                -  

              	
                Seller
      shall not be liable with respect to any matter referred to in this Section
      8 unless and until the aggregate Losses thereunder exceed One Hundred
      Thousand Euros (€100,000.00) (the "Seller’s Basket"), in
      which event a Buyer Indemnified Party will be entitled to make a claim
      against the Seller only to the extent that the aggregate amount of such
      Losses exceed the amount of the Seller’s
Basket;

              


      

       

      
        	
                -  

              	
                the
      Seller’s aggregate liability under this Section 8 shall not exceed Three
      Million Euros (€3,000,000.00) (the "Seller’s Cap") except in
      the case of a breach of the Seller’ representations and warranties set out
      in Section 3  of Schedule
      A.

              


      

       

      
        
          (iii)         
Procedure

        

      

       

      
        	
                -  

              	
                Within
      a reasonable time after obtaining knowledge thereof, the Buyer shall
      notify the Seller of the existence of any claim, demand, loss, damage,
      liability, cause of action or other matter involving liability or
      potential liability to which the Sellers’ indemnification or compensation
      obligations under this Agreement would or might apply (hereinafter a
      ‘Claim’).  Such
      notice shall specify the facts giving rise to the Claim and the alleged
      basis therefore, and the amount (to the extent then determinable) of
      liability for which indemnity is
asserted.

              


      

       

      
        	
                -  

              	
                The
      Seller shall give a notice to the Buyer objecting to the Claim within
      sixty (60) Business Days following notification of such Claim. Such notice
      shall contain a statement of the basis of the objections of the
      Seller.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                -  

              	
                If
      the Seller fails to notify the Buyer that it objects to such Claim within
      the period of time provided under this Section, the amount of such Claim
      shall be conclusively deemed a liability of the
  Seller.

              


      

       

      
        	
                -  

              	
                In
      case the Seller notifies its objection to the Claim to the Buyer, Parties
      agree to first negotiate in good faith an acceptable resolution to the
      Claim for a period of two (2) months after the notification of the
      objection.

              


      

       

      
        	
                -  

              	
                In
      the event that no common agreement has been reached between the Parties on
      the validity of the Claim or on the amount of the indemnity to be awarded
      to the Buyer, each of the Parties is entitled to submit the matter to
      arbitration in accordance with Section 9 (f) of this
      Agreement.

              


      

       

      (iv)           Third
Party Claims

       

      If the
events, matters or circumstances that may give rise to a Claim against the
Seller occur or arise as a result of or in connection with a claim by or a
liability to a third party (a “Third Party Claim”),
then:

      


      
        	
                -  

              	
                the
      Buyer shall, or shall cause the Company to, provide the Seller with copies
      of all documents and correspondence from that third party within twenty
      (20) Business Days of receipt of same, together with all other
      correspondence and documents relating to the Third Party Claim as the
      Seller may reasonably request, subject to the Seller agreeing to keep all
      such information and documents confidential and to use them only for the
      purpose of dealing with the Third Party
Claim;

              


      

       

      
        	
                -  

              	
                the
      Seller shall promptly, and not later than 20 Business Days after being
      notified of the Third Party Claim, notify the
  Buyer:

              


      

       

      
        	
                o  

              	
                whether
      it disputes the Buyer or the Company’s right to indemnification from the
      Seller with respect to such Third Party Claim;
  and

              


      

      


      
        	
                o  

              	
                in
      the event that it does not dispute such right of indemnification, whether
      or not it desires to defend the Buyer or the Company against such Third
      Party Claim.

              


      

      


      Notwithstanding
any notice periods above, the Buyer is allowed to take any reasonable
provisional measures, to the extent necessary, subject to informing the Seller
thereof within a reasonable time.

       

      If the
Seller notifies the Buyer that it does not dispute the Buyer or the Company’s
right of indemnification and desires to defend the Buyer or the Company against
such Third Party Claim, the Seller shall have the right to assume and control
the defense of such Third Party Claim by appropriate proceedings with counsel
reasonably acceptable to the Buyer at the Seller’ sole cost and expense. Buyer’s
approval of counsel proposed by Seller shall not be unreasonably withheld,
delayed or conditioned.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      The Seller
undertakes to use all reasonable endeavors in the defense of this Third Party
Claim as would be expected of a professional, taking into account the commercial
interests of the Company and the Buyer.

      


      If the
Seller,

      


      
        	
                -  

              	
                disputes
      the Buyer’s or the Company’s right of indemnification with respect to a
      Third Party Claim; or

              


      

       

      
        	
                -  

              	
                does
      not dispute such right of indemnification but prefers not to assume the
      defense of such Third Party Claim;
or

              


      

       

      
        	
                -  

              	
                does
      not react within twenty (20) Business Days to the Buyer’s notification,
      and within ten (10) Business Days after a second notice by Buyer, after
      expiration of said initial period, asserting Buyer’s intention to assume
      control of the legal defense of the Third Party Claim if Seller does not
      respond;

              


      

       

      then the
Buyer or the Company shall assume and control the defence of such Third Party
Claim.

      


      The Party
responsible for the defense of any Third Party Claim (the “Responsible Party”) shall, to
the extent reasonably requested by the other Party, keep informed and, when
appropriate consult with the other Party, on the status of any Third Party Claim
for which such Party is not the Responsible Party, including, without
limitation, all proposed settlement negotiations. 

      


      The
Responsible Party shall bear the costs and expenses related to the defence of
the Third Party Claim without prejudice to the Buyer’s right to indemnification
for a Buyer Loss.

      


      Neither
Party shall enter into any settlement of any Third Party Claim without the
written prior consent of the other Party, which consent shall not be
unreasonable withheld or delayed. The Responsible Party shall promptly notify
the other Party of each settlement offer (including whether the Responsible
Party is willing or not to accept the proposed settlement offer) with respect to
a Third Party Claim. Such other Party agrees to notify the Responsible Party in
due course whether or not such Party is willing to accept the proposed
settlement offer. If the Buyer or the Company does not consent to any settlement
offer of a Third Party Claim (whether or not the Buyer is the Responsible
Party), the Buyer or the Company may continue to contest or defend such Third
Party Claim and, in such event, the maximum liability of the Seller with respect
to such Third Party Claim shall not exceed the full amount of such settlement
offer. If the Seller do not consent to any settlement offer of a Third Party
Claim (whether or not the Seller are the Responsible Party with respect to such
Third Party Claim), the Seller may continue to contest or defend such Third
Party Claim and, in such event, the Seller shall be liable to the Buyer for the
full amount of the damages sustained by the Buyer or the Company as a result of
such Third Party Claim.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

       (v)           After
the Closing Date, the right of indemnification under this Section 8 shall be the
sole and exclusive remedy available to any Indemnified Party for any claim or
cause of action arising under this Agreement or arising out of the Related
Agreements in connection with any breach of any representation, warranty,
covenant or provision of this Agreement, the Related Agreements or otherwise;
provided, however, that this exclusive remedy does not preclude a Party from
bringing an action for specific performance or other equitable remedy to require
a Party to perform its obligations under this Agreement or any Related
Agreement.  Each Indemnified Party expressly waives any rights it may
have to make a claim against the other pursuant to any constitutional,
statutory, or common law authorities, or by any other means than that expressly
provided in this Section 8.

       

      c.      Other
Limitations

       

      The amount
of any Losses subject to indemnification hereunder shall be reduced by any tax
savings available to the Company and/or the Buyer as a result thereof, and by
any insurance benefits available as a result thereof, to the extent effectively
recovered. Each Indemnified Party undertakes to take commercially reasonable
measures to mitigate any Loss that is subject to indemnification by a Party
receiving a claim for indemnification hereunder, including by taking full
advantage of any potentially available tax benefits, insurance recoveries or
otherwise.  Seller shall not be liable with respect to Losses arising
as the result of any change in legislation, regulation or administrative
practice or interpretation thereof, announced or coming into effect after the
Closing Date, or as the result of any action or omission by the Buyer or its
Affiliates, agents or representatives.  Any indemnification by Seller
under this Agreement shall be reduced by (or repaid to the extent of) the
relevant portion of the amount of any specific recovery that a Buyer Indemnified
Party actually receives from any third party. A Buyer Indemnified Party shall
make all reasonable efforts to recover any Losses in whole or in part from any
third person prior to and after making any claim against Seller.

       

      d.      Collection
of Delinquent Accounts Receivable

       

      To the
extent that, as a result of a claim by the Buyer pursuant to Section 11 of Schedule A hereto,
the Seller reimburses the Buyer for a particular delinquent account receivable
conveyed to the Buyer at the Closing, or incurs a diminution of Seller’s Basket
on account thereof, then the Seller shall be entitled to collect such delinquent
account receivable for its own account and retain any proceeds
thereof.  Such reimbursement and retention shall not be reduced by,
nor shall reduce, the Seller’s Basket or the Seller’s Cap.

       

      9.      GENERAL
PROVISIONS

       

      a.      Notices

       

      All
notices, consents, claims (for Losses or otherwise), waivers, and other
communications under this Agreement must be in writing (in the English language)
and will be deemed to have been duly given when (i) delivered by hand (with
written confirmation of receipt), (ii) sent by telecopier or electronic mail
(with confirmation of receipt in a manner permitted herein), or (iii) when
received by the addressee, if sent by courier or other delivery service, in each
case to the appropriate address and telecopier numbers set forth below (or to
such other addresses and telecopier numbers as a Party may designate by notice
to the other Parties):

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  If
      to Seller:

                	 
      	
                  Rogers
      Corporation

                
	 	 
      	 
      	
                  One
      Technology Drive

                
	 	 
      	 
      	
                  Rogers,
      CT 06263

                
	 	 
      	 
      	
                  Facsimile
      No: +1-860-779-5585

                
	 	 
      	 
      	
                  Attn.:
      Corporate Secretary

                
	 	 
      	 
      	
                  Email:
      bob.soffer@rogerscorporation.com

                
	 	 
      	 
      	 
      
	 	
                  with
      a mandatory copy to:

                	 
      	
                  Burns
      & Levinson LLP

                
	 	 
      	 
      	
                  125
      Summer Street

                
	 	 
      	 
      	
                  Boston,
      MA 02110-1624

                
	 	 
      	 
      	
                  Facsimile
      No: +1-617-345-3299

                
	 	 
      	 
      	
                  Attn.:
      Samuel M. Shafner, Esq.

                
	 	 
      	 
      	
                  Email:
      sshafner@burnslev.com

                
	 	 
      	 
      	 
      
	 	
                  If
      to Buyer:

                	 
      	
                  Induflex
      Holding NV

                
	 	 
      	 
      	
                  Frankrijklei
      78

                
	 	 
      	 
      	
                  2000
      Antwerpen, Belgium

                
	 	 
      	 
      	
                  Facsimile
      No: +32 – 3 232 16 20

                
	 	 
      	 
      	
                  Attn.:
      Hans Vanoorbeek

                
	 	 
      	 
      	
                  Hansv@bvpe.com

                
	 	 
      	 
      	 
      
	 	
                  with
      a mandatory copy to:

                	 
      	
                  Altius

                
	 	 
      	 
      	
                  Havenlaan
      86C

                
	 	 
      	 
      	
                  B-1000
      Brussels

                
	 	 
      	 
      	
                  Facsimile
      No: +32- 2 426 20 30

                
	 	 
      	 
      	
                  Attn.:
      Jan Stoop

                
	 	 
      	 
      	
                  Jan.stoop@altius.com

                


        

      

       

      b.      Entire
Agreement and Modification

       

      Except as
expressly set forth herein, this Agreement supersedes all prior agreements
between the Parties and/or BV Capital with respect to its subject matter
(including, without limitation, any business plan, forecasts, projections or
similar information provided by Seller or Rogers BVBA in connection herewith),
and constitutes, along with the Related Agreements, a complete and exclusive
statement of the terms of the agreement between the Parties with respect to its
subject matter. This Agreement may not be amended or waived except by a written
agreement by and among the Parties..

       

      c.      Sole
Liability

       

      [INTENTIONALLY
OMITTED.]

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      d.      Successors
and Assigns

       

      No Party
may assign any of its rights under this Agreement without the prior consent of
the remaining Parties; provided, that that Buyer may collaterally assign their
rights or interests under this Agreement to their financing sources without the
consent of Seller.  Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the Parties.  This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the Parties to this Agreement and their successors and permitted
assigns.

       

      e.      Severability

       

      If any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction or alternative dispute resolution body, the other
provisions of this Agreement will remain in full force and
effect.  Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.  To the extent possible, the invalid or
unenforceable provision will be replaced by a valid or enforceable provision
reflecting the intent of the Parties.

       

      f.      Governing
Law; Arbitration

       

      This
Agreement will be governed by the laws of Belgium. Any dispute, controversy or
claim arising out of or relating to this Agreement, or the breach or invalidity
thereof, will be settled exclusively by arbitration in accordance with the rules
established by the Centre
Belge d’Arbitrage et de Médiation (CEPANI). Unless the Parties otherwise
agree in writing, the number of arbitrators will be three (3), with the Buyer
appointing one such arbitrator, the Seller appointing the second such
arbitrator, and the arbitrators so appointed designating the third
arbitrator.  The arbitration will be held in Brussels or in Ghent, at
the option of the respondent Party, and in the English language. The decision of
the arbitrators will be final and binding on the Parties.

       

      The costs
of the arbitration center, including compensation for the arbitrators and the
forum location, as well as all costs and expenses incurred by counsel for all
Parties to such arbitration, will be borne solely by the losing Party (as
designated by the arbitrators in their award; who alternatively may allocate
such costs and expenses between the Parties if the arbitrators are unable to
reasonably determine an overall losing Party); provided, that, until the award
is rendered such center costs will be advanced equally between the Buyer, on the
one hand, and the Seller on the other hand, as and when required by the rules
and procedures of the center.

       

      g.      English
Language

       

      The
Parties agree that this Agreement, all Related Agreements (except the Rental
Agreement) and any additional documents proposing to govern the transactions
contemplated herein, shall be written in the English language, unless otherwise
required by applicable law. The Parties acknowledge and agree, however, that
certain documents and other items provided to the Buyer or counsel for and
consultants to Buyer in connection with its due diligence may not be in the
English language.  In the event that the Agreement or any of the
Related Agreements must be translated into another language for filing or other
purposes, and such translation deviates from the English version, the English
version shall control.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      h.      Expenses

       

      All fees
and expenses incurred in connection with this Agreement and the consummation of
the transactions contemplated by this Agreement (including, without limitation,
costs of counsel for each Party and for consultants to BV Capital in connection
with its due diligence, and otherwise in connection with the negotiation and
delivery of this Agreement) shall be paid by the Party incurring such fees or
expenses, whether or not so consummated.

       

      i.      Finder’s
Fee

       

      Except for
certain amounts owed by Seller to Covington Associates LLC, each Party
represents that it neither is nor will be obligated for any finder’s fee or
commission in connection with this transaction.  Seller agrees to
indemnify and to hold harmless the Buyer from any liability for any commission
or compensation in the nature of a finder’s fee (and the costs and expenses of
defending against such liability or asserted liability) for which Seller or any
of its Officers, directors, employees or representatives is
responsible.  The Buyer agrees to indemnify and hold harmless Seller
from any liability for any commission or compensation in the nature of a
finder’s fee (and the costs and expenses of defending against such liability or
asserted liability) for which the Buyer or any of its Officers, employees,
directors, partners or representatives is responsible.

       

      j.      Counterparts

       

      This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original and both of which together shall be deemed a single
instrument. This Agreement shall be deemed effective upon the receipt by each
Party of an executed signature page hereto signed by the other, which may be
transmitted by facsimile or electronic means.

       

      [Signatures
Appear on the Following Page]

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      IN WITNESS
WHEREOF, the Parties hereto have executed this Stock Purchase Agreement in three
originals as of the last date shown below, and each Party confirms having
received an original thereof.

       

      INDUFLEX
HOLDING NV

       

      
        	

                /s/ Hans
      Vanoorbeek

              	 	

                Date:
      October 31,
      2008

              
	

                By:  Hans
      Vanoorbeek, as Managing Director of Gevepe BVBA


                  Its:  Managing
      Director

                

              	 	 
	 	 	 
	 	 	 
	 	 	 
	

                ROGERS
      CORPORATION

              	 	 
	 	 	 
	

                /s/ Luc Van
      Eenaeme

              	 	

                Date:
      October 31,
      2008

              
	

                By:  Luc
      Van Eenaeme


                  Its:   Vice
      President Europe

                

              	 	 
	 	 	 


      

      


      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      LIMITED
JOINDER SOLELY FOR THE PURPOSES SET FORTH BELOW:

      


      The
undersigned hereby executes the foregoing Stock Purchase Agreement solely with
respect to its obligations set forth in Section 5.

       
BHB
BVBA/SPRL 

       

      
        
          	

                  /s/ Hans
      Vanoorbeek

                	 	

                  Date:
      October 31,
      2008

                
	

                  

                    By:  Hans
      Vanoorbeek

                    

                      Its:  Director

                    

                  

                	 	 
	 	 	 


        

      

      
 

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

      


      REPRESENTATIONS AND
WARRANTIES OF THE SELLER

      


      Except as
modified by the Disclosure Schedule, and subject to the terms and conditions of
the Agreement and the occurrence of the Closing contemplated thereby, Seller
hereby represents and warrants to the Buyer, at the Closing Date, as set forth
below.  For purposes of these representations and warranties, except
where the context otherwise requires, the term “Seller” shall include any
Affiliates of Seller.

       

      1.           Organization; Power and
Authority of the Seller

       

      The Seller
is duly organized and validly existing under the laws of the Commonwealth of
Massachusetts in the United States of America.

       

      The Seller
has the right, power and authority necessary to enter into this Agreement and
the Related Agreements to which it is a party, and to consummate the
transactions contemplated hereby and thereby.  This Agreement and the
Related Agreements to which Seller is a party constitute the legal, valid and
binding obligations of Seller, enforceable against it in accordance with their
respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles.

       

      The
execution and delivery by the Seller of this Agreement and the Related
Agreements to which it is a party do not, and the consummation of the
transactions contemplated hereby and thereby will not (i) violate or result in a
breach of any provision of the organizational documents of the Company or the
Seller, (ii) violate any Legal Requirement to which the Seller, the Company or
the Shares may be subject, or (iii) result in a default or give rise to any
right of termination, modification or acceleration under the provisions of any
agreement or other instrument including, without limitation, any Administrative
Authorization, or obligation to which Seller or the Company is a party or by
which the Seller, the Company or the Shares may be bound.

       

      Except for
certain filings (including, without limitation, filings or other submissions to
the U.S. Securities and Exchange Commission) required of Seller, neither Seller
nor the Company is or will be required to make any filing with, or give notice
to or obtain any consent from, any person in connection with the execution and
delivery of this Agreement or the Related Agreements to which it is a party or
the consummation or performance of any of the transactions contemplated hereby
and thereby.

       

      2.           Organization and Qualification of the
Company

       

      The
Company is a corporation (société anonyme/naamloze
vennootschap) duly organized and validly existing under the laws of
Belgium, with all necessary corporate power and corporate authority to own and
operate all its assets and to conduct its business as it is now being
conducted.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      True and
complete copies of the  up-to-date articles of association of the
Company as currently in effect have been provided to Buyer and are annexed to
the certificate delivered by the Seller and described in Section 3(g) of the
Agreement.

       

      The
Company has not made, and does not currently intend to make, any filings for
insolvency and no action or request has been taken or made, or should have been
taken or made, to declare it insolvent. The Company has not been put into
liquidation or composition with creditors and no action has been taken or
request made by or against the Company in this respect. The Company has not
filed for, or obtained, any moratorium or suspension of payments.

       

      3.           Capitalization -
Shares

       

      The issued
share capital of the Company amounts to €3,740,713.20, represented by 6,036
registered shares without nominal value numbered 1 to 6,036. The Shares
represent 100% of the issued share capital of the Company and have been duly
authorized and validly issued, are fully paid up and non-assessable. The Seller
is the sole beneficial owner and holder of the Shares, free and clear of all
Encumbrances.

       

      There are
no agreements, arrangements or obligations (other than this Agreement and the
articles of association of the Company) that require the issuance, sale or
transfer of any equity securities or other securities of the Company or that
affect the voting and distribution rights relating to the Shares.

       

      The
Company does not own, nor does it have any commitment to acquire, any equity
securities or other securities of any person or any direct or indirect equity
ownership interest in any other business.

       

      4.           Financial Statements

       

      The
audited statutory accounts of the Company for the fiscal years ending December
31, 2006 and 2007 (the “Financial Statements”) are
annexed to Section 4 of the Disclosure Schedule.

       

      The
Financial Statements have been prepared in accordance with all Legal
Requirements and in accordance with Belgian Accounting Rules. The Financial
Statements fairly reflect the financial condition and the results of operations
and changes in financial position of the Company as at the respective dates of
and for the periods referred to therein.

       

      The
results shown by the profit and loss accounts of the Company in the Financial
Statements have not (except as disclosed in such accounts) been affected by (a)
any extraordinary, exceptional or non-recurring material item of income or cost,
or (b) any other circumstance making the profits or losses for all or any of the
periods covered by such accounts unusually high or low.

       

      The
Financial Statements have been duly and timely filed with the National Bank of
Belgium.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      5.           Conduct of Business

       

      Since
January 1, 2008, the Company has conducted its business in the ordinary course
and the Seller has used commercially reasonable best efforts to preserve the
Company’s business organization and relationship with third parties including,
but not limited to, Contracts with existing customers and existing supply
contracts, whether in writing or oral.

       

      6.           No Adverse
Change

       

      Since
January 1, 2008, there has not been any event specific to the Company, its
business or activities which has resulted in a Material Adverse Effect and, to
the Seller’s Knowledge, no event specific to the Company its business or
activities which is likely to result in a Material Adverse Effect in the near
and reasonably foreseeable future.  Without limiting the foregoing and
without limiting any other representation or warranty made herein, since January
1, 2008, there has not been any:

       

      
        	
                (i)

              	
                increase
      or decrease in the Company’s share capital; variation of any rights
      attached to any shares; creation or issuance of any shares; grant of any
      option or right over any shares or uncalled capital; issuance of any
      securities giving the right to subscribe for shares or convertible into
      shares, issuance of any certificates within the meaning of article 503 of
      the Company Code or issuance of any profit sharing securities (parts
      bénéficiaire/winstbewijzen);

              


      

       

      
        	
                (ii)

              	
                capitalization
      of any amount standing to the credit of any reserve or reorganization of
      the Company’s share capital;

              


      

       

      
        	
                (iii)

              	
                declaration
      or payment of any dividend or other distribution or payment in respect of
      shares of the Company (for the avoidance of doubt, the amounts to be paid
      over to the Seller pursuant to Section 2(b)(i) and Section 2(h) of the
      Agreement are deemed not to constitute such a dividend or other
      distribution);

              


      

       

      
        	
                (iv)

              	
                amendment
      to the organizational documents of the
Company;

              


      

       

      
        	
                (v)

              	
                (x)
      payment or increase of any bonuses, salaries, service award or other
      compensation, not in the ordinary course of business, to any director,
      Officer or employee of the Company, or (y) entry into (or termination of)
      any employment, severance, or similar contract with any director, Officer
      or employee;

              


      

       

      
        	
                (vi)

              	
                adoption
      of, or increase in the payments to or benefits under, any profit sharing,
      bonus, deferred compensation, savings, insurance, pension, retirement, or
      other employee benefit plan for or with any employees of the Company,
      except in the ordinary course of
business;

              


      

       

      
        	
                (vii)

              	
                damage
      to or destruction or loss of any asset or property, whether or not covered
      by insurance, resulting in a negative financial impact to such asset or
      property of more than Fifty Thousand Euros
  (€50,000.00);

              


      

       

      
        	
                (viii)

              	
                entry
      into, termination of, or receipt of notice of termination of (x) any
      license, distributorship, dealer, sales representative, joint venture,
      credit, or similar agreement, where such termination would result in a
      negative financial impact to the Company of more than Fifty Thousand Euros
      (€50,000.00), or (y) any contract or transaction involving a total
      remaining commitment by or to the Company of at least €10,000, except in
      the ordinary course of business;

              


      

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
        	
                (ix)

              	
                to
      the Seller’s Knowledge, event specific to the Company, its business or
      activities of a type which would have an effect on relations between the
      Company and its suppliers or customers, including loss or expected loss of
      suppliers and customers or decrease in order intake, in each case other
      than in the ordinary course of business, causing or constituting a
      Material Adverse Effect;

              


      

       

      
        	
                (x)

              	
                sale
      (other than sales of inventory in the ordinary course of business), lease,
      or other disposition of any asset or property of the Company with a value
      in excess of €10,000, including the sale, lease, or other disposition of
      any Intellectual Property;

              


      

       

      
        	
                (xi)

              	
                grant
      of any security interest (other than non-material interests, such as
      unpaid vendor’s liens, arising in the ordinary course of business) over
      any of the assets of the Company, or grant of any guarantee or
      indemnity;

              


      

       

      
        	
                (xii)

              	
                contract
      or commitment which resulted or will result in a capital expenditure in
      excess of €10,000;

              


      

       

      
        	
                (xiii)

              	
                acquisition
      or agreement to acquire the shares of any other company or the whole or
      any substantial part of the undertaking of any other company or
      person;

              


      

       

      
        	
                (xiv)

              	
                cancellation
      or waiver of any claims or rights with a value to the Company in excess of
      €10,000;

              


      

       

      
        	
                (xv)

              	
                material
      change in the accounting methods used by the
  Company;

              


      

       

      
        	
                (xvi)

              	
                loan
      by the Company to any person or entity, incurrence by the Company of any
      indebtedness, guarantee by the Company of any indebtedness, issuance or
      sale of any debt securities of the Company or guarantee of any debt
      securities of others, except for advances to employees for travel and
      business expenses or extensions of trade credit to customers in the
      ordinary course of business; or

              


      

       

      
        	
                (xvii)

              	
                agreement,
      whether oral or written, to do any of the
  foregoing.

              


      

       

      7.           No Undisclosed
Liabilities

       

      Since
January 1, 2008, the Company has no new liabilities or obligations of any
nature, whether actual or contingent (including any off-balance sheet
liabilities), except for liabilities or obligations of a type which would not be
required to be reflected in the Financial Statements and in accordance with
Belgian Accounting Rules and except for current liabilities in an amount not
exceeding €10,000 that were incurred in the ordinary course of business since
the respective dates thereof.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      8.           Books and Records

       

      The
accounting records, minute books, stock record books, and other record books of
the Company have been made available to the Buyer and are kept at the Company’s
registered offices, are up-to-date, have been properly maintained in accordance
with all Legal Requirements and sound business practices and contain, in all
material respects, true and accurate records of all matters required to be
entered therein.

       

      9.           Title to Assets; Sufficiency and
Condition

       

      The
Company owns (with good and marketable title in the case of real property) all
the assets (whether real, personal, or mixed and whether tangible or intangible)
that it purports to own, free and clear of Encumbrances.

       

      The assets
of the Company are sufficient for the continued conduct of the Company’s
business in substantially the same manner as presently conducted.

       

      The
Company is not a party to, and does not have any liability under, any leasing,
credit sale, conditional sale or similar agreement.

       

      The
tangible assets of the Company are in good operating condition and repair,
subject to normal wear and tear, and are adequate for the uses to which they are
being put, and none of such assets is in need of maintenance or repairs, except
for ordinary, routine maintenance and repairs that, taken collectively, are not
material in nature or in cost.

       

      10.           Real Property

       

      The
Disclosure Schedule sets forth a complete and accurate list of all real property
currently owned, leased or otherwise occupied by the Company.

       

      The
Company has complied with all material obligations, conditions or restrictions
affecting its current real property, or its occupation or use (including its
obligations under all leases, licenses or similar arrangements).

       

      The
buildings currently owned by the Company are structurally sound and have been
constructed in conformity with all Legal Requirements (including, without
limitation, applicable zoning laws) and Administrative Authorizations
(including, without limitation, required building permits). The Company has
adequate rights of ingress and egress into such properties for the operation of
its business in the ordinary course.

       

      No real
property currently owned by the Company is leased to or otherwise occupied by,
in whole or in part, any third party.

       

      11.           Accounts Receivable and
Payable

       

      All
accounts receivable and accounts payable of the Company as of four (4) Business
Days prior to the Closing Date are set forth in the Disclosure Schedule. Such
accounts receivable have arisen in the ordinary course of business and to the
best of Seller’s Knowledge, each such account receivable will be collectible
within 180 days from the invoice date in amounts not less than the aggregate
amount thereof (net of reserves established in accordance with prior practice
and set forth in the Disclosure Schedule) carried on the books of the
Company.  Each of such accounts receivable as of the Closing is free
of Encumbrances, and has not been placed for collection with any attorney,
collection agency or any other individual or firm.  None of the
accounts receivable is the subject of any factoring or similar
agreement.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      From
January 1, 2008, the Company has paid its trade accounts payable, including
rebates to customers, if any, in the ordinary course of business.

       

      12.           Inventory and Machinery

       

      The term
“Inventory”, as used
herein, means raw materials, work-in-process and finished goods.  All
Inventory and machinery of the Company is (i) of good quality and usable or
saleable in the ordinary course of business, reasonable wear and tear excepted
(provided, however, that no guarantee can be or is made that such Inventory will
in fact be used or sold), (ii) sufficient for the conduct of the business of the
Company as it is presently being operated, and (iii) carried on the books of the
Company at an amount which reflects valuations determined in accordance with
Belgian Accounting Rules.  The Disclosure Schedule sets forth a list
of the Company’s Inventory as of four (4) Business Days prior to the Closing
Date.

       

      13.           Bank Accounts and Safes

       

      The
Disclosure Schedule sets forth a complete list of all banks with which the
Company has an account or a safe deposit, and all account and safe deposit
numbers.

       

      14.           Contracts

       

      Each
Contract is in full force and effect and is valid and enforceable in accordance
with its terms.  To the Seller’s Knowledge, all open purchase orders
between the Company and its customers and/or suppliers, are valid and
enforceable in accordance with their respective terms.

      


      Except for
the Contracts listed in the Disclosure Schedule, no Contract contains any change
of control provision which entitles the contracting party to terminate the
Contract in case of a change of control or, in case a Contract does contain such
a change of control provision, to the Seller’s Knowledge, (a) the contracting
party will not invoke the change of control provision as the result of the
consummation of the transactions contemplated in the Agreement, and (b) will
continue its contractual relation with the Company in accordance with the terms
and conditions of the existing Contract.

      


      All
Contracts are valid and binding upon the Company and, to the Knowledge of
Seller, the other parties thereto, and are in full force and effect, subject to
all applicable bankruptcy laws and similar laws of general applicability
relating to or affecting creditors’ rights generally. Since January 1, 2008, to
the Knowledge of Seller, the Company is, and at all times has been, in
compliance with all the material terms and requirements of each Contract, and
the Company has not given to or received from any other person or entity any
notice regarding (i) any actual, alleged, possible, or potential violation or
breach of, or default under any Contract or (ii) any (attempted) early
unilateral termination of a Contract.  There are no renegotiations of,
attempts to renegotiate, or, to the Knowledge of Seller, outstanding rights to
renegotiate any material terms of a Contract.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      
The
Company is not bound by or subject to any Contract that purports to limit its
ability to provide any type of service or product or to engage in or continue to
engage in any business conduct, activity or practice such as, without being
limited thereto, any non-compete agreement.

      


      The
Company is not a party to any Contract that has not been made in the normal
course of business or which is or was not entered into or executed at arm’s
length. No purchase commitment of the Company is in excess of the normal
requirements of the business, consistent with past practice, or is entered into
at a price materially inconsistent with past practice.

      


      15.           Compliance with Legal
Requirements

       

      The
Company is in compliance in all material respects with each law or regulation
applicable to it or to the conduct or operation of its business as presently
conducted or the ownership or use of any of its assets; and no event has
occurred or circumstance exists that (with or without notice or lapse of time)
constitutes or, to the Knowledge of Seller, is reasonably likely to result in, a
material violation by the Company of, or a failure on the part of the Company to
comply in any material respect with, any such law or regulation.

       

      16.           Administrative
Authorizations

       

      For the
purposes hereof, “Administrative Authorizations”
means any consent, license, permit (other than Environmental Permits), grant or
other special authorization issued to the Company by a governmental or other
regulatory body or agency and currently in effect (i) pursuant to which the
Company currently operates or holds any interest in any of its properties, or
(ii) which is required for the operation of the Company’s business or the
holding of any such interest.  All Administrative Authorizations are
in full force and effect and constitute all Administrative Authorizations
required to permit the Company to operate or conduct its business as currently
conducted or hold any interest in its respective properties or assets, except
for Administrative Authorizations the absence or invalidity of which has not had
and, is not reasonably likely to cause, a negative financial impact to the
Company of more than Two Hundred Thousand Euros (€200,000.00).

       

      17.           Subsidies

       

      The
Disclosure Schedule sets forth a complete list of any grants, subsidies or any
other forms of governmental or other form of assistance (each, a “Subsidy”) enjoyed by the
Company and fully and correctly sets out the status of each such Subsidy,
including the obligations imposed on the Company that remain
outstanding.

       

      The
Company is, and has been, in substantial compliance with all requirements
imposed on it by the granting authority with respect to each Subsidy that has
been granted to the Company and, to the Knowledge of Seller, no facts or
circumstances exist that are reasonably likely to cause the Company to be
required to reimburse all or part of any Subsidy before the due date of
reimbursement, if any, or to lose all or part of the benefit of the Subsidy. The
execution of this Agreement and the performance of the transactions contemplated
hereby will not trigger total or partial repayment under any Subsidy nor will it
cause a continuing benefit that is being received by the Company to be
cancelled, revoked or terminated.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      18.           Litigation

       

      There is
no pending Litigation (i) that has been commenced by or against the Company or
that otherwise relates to or may affect the business of the Company as presently
conducted, or any of the assets owned or used by, the Company; or (ii) that
challenges, or may have the effect of preventing, delaying, making illegal, or
otherwise interfering with the transactions contemplated by this
Agreement.  The Litigation listed in the Disclosure Schedule will not
have a negative financial impact to the Company of more than Three Hundred Fifty
Thousand Euros (€350,000.00).

       

      19.           Taxes and Social
Security

       

      Computation,
Preparation and Payment — The Company has correctly computed all Taxes, prepared
and duly and timely filed, or has caused to be filed on its behalf, all federal,
state, provincial, municipal, local and foreign returns, estimates, information
statements, elections, designations, reports and any other related filings
(each, a "Tax Return"),
required to be filed by it, has timely paid all Taxes which were due and payable
and has made adequate provision therefor for any taxation period ending on or
prior to the Closing Date.  The Company has made adequate and timely
installments of Taxes required to be made.

       

      Accrued
Taxes — With respect to any periods for which Tax Returns have not yet been
required to be filed or for which Taxes are not yet due and payable, the Company
has only incurred liabilities for Taxes in the ordinary course of
business.

       

      Status of
Assessments — All Tax Returns of the Company have been assessed through and
including each of the dates set forth in the Disclosure Schedule, and there are
no outstanding waivers of any limitation periods or agreements providing for an
extension of time for the filing of any Tax Return or the payment of any Tax by
the Company or any outstanding objections to any assessment of
Taxes.  Any deficiencies imposed as a result of such assessments of
Tax Returns through and including the dates set forth in the Disclosure Schedule
have been paid and settled.

       

      Withholdings
— The Company has withheld and paid all Taxes required to have been withheld and
paid by it in connection with amounts paid or owing to any employee, creditor,
shareholder or other third party.

       

      Assessments
— The Company is not, nor to the Knowledge of Seller will be, subject to any
assessment,  levies, penalties or interest with respect to Taxes,
other than Taxes incurred in the ordinary course of business, in respect of any
open Tax period.

       

      Jurisdictions
of Taxation — The Company has not been and is not currently required to file any
returns, reports, elections, designations or other filings with any taxation
authority located in any jurisdiction outside its jurisdiction of
incorporation.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      Related
Party Transactions — The Company has not acquired property for proceeds greater
than the fair market value thereof from, or disposed of property for proceeds
less than the fair market value thereof to, or received or performed services
for other than the fair market value from or to, or paid or received interest or
any other amount other than at a fair market value rate to or from, any Related
Person or other firm or corporation with whom it does not deal at arm's length
within the meaning of applicable laws.

       

      Deductibility
— As of the Closing Date, there will not be any contract, plan or arrangement
covering any employee or former employee of the Company that, individually or
collectively, could give rise to the payment of any amount that would not be
deductible by the Company as an expense under applicable law, other than
reimbursements of a reasonable amount of entertainment expenses and other
non-deductible expenses that are commonly paid by similarly situated businesses
in reasonable amounts.

       

      Tax Basis
— The Company's tax basis in its assets (and the undepreciated capital cost of
such assets) for purposes of determining its future amortization, depreciation
and other income Tax deductions is accurately reflected on the Company's Tax
Returns, including all exhibits and attachments thereto, has been calculated in
accordance with Belgian Accounting Rules, and any differences between the
Company’s Tax basis in its assets and accounting book value has been accurately
reflected in the provision for deferred income Taxes shown on the Company’s
books of account.

       

      Tax
Returns — Complete and accurate copies of all Tax Returns of the Company
relating to all open Tax periods, and complete and accurate copies of all
examination reports and statements of deficiencies assessed against or agreed to
by the Company with respect to Taxes, have been provided to Buyer.

       

      20.           Insurance

       

      The
Company has insured its assets and the risks of its activities (including
product liability risks) to an extent, and upon terms and in values, which are
consistent with normal business practices for Belgian businesses of a comparable
size and sector as the Company.  The Disclosure Schedule contains a
complete and accurate list and description of all insurance policies currently
maintained by the Company or for which the Company is a named insured and that
provides coverage to the Company or any director of the Company in connection
with their board service, employment or other relationship with the Company.
Each policy listed in the Disclosure Schedule is valid and binding in all
material respects and in full force and effect, all premiums due thereunder have
been paid when due and no notice of cancellation or termination in respect of
any such policy has been received.  The insurance policies listed on
the Disclosure Schedule are in amounts and have coverages as required by any
Contract. The Company has not received notice that any insurer under any policy
referred to hereunder is denying coverage with respect to a claim thereunder or
defending under a reservation of rights clause, and all such policies of
insurance listed in the Disclosure Schedule are in full force.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      21.           Environmental
Matters

       

      (a) the
Company is in compliance in all material respects with, and is not in violation
of or liable under, any Environmental Law; (b) there has been no Release or
threat of Release of any Hazardous Materials in, on, under, from or to any
Facilities, except for any such Release covered by an Administrative
Authorization; and (c) Seller has no basis to expect, nor has the Seller, the
Company or any other person for whose conduct they are or may be held
responsible, received any actual or, to the Knowledge of Seller, threatened,
citation, directive, inquiry, notice, order, summons, warning or other
communication that relates to Hazardous Activity, Hazardous Materials, or any
alleged, actual or potential violation or failure to comply with any
Environmental Law or of any alleged, actual, or potential obligation to
undertake or bear the cost of any Environmental, Health, and Safety Liabilities
with respect to any of the Facilities.

       

      Except set
forth in the Disclosure Schedule, there are no pending or, to the Knowledge of
Seller, threatened claims, Encumbrances or other restrictions of any nature,
resulting from any Environmental, Health and Safety Liabilities or arising under
or pursuant to any Environmental Law, with respect to or affecting any of the
Facilities.

       

      The
Seller, Rogers BVBA and/or the Company, as applicable, have obtained all
Environmental Permits required for the conduct of the operations of the Company
and the Facilities as they are currently being conducted.  No
governmental approval is required for the transfer of the Shares to the Buyer in
respect of the Environmental Permits.

       

      22.           Collective Labor
Matters

       

      The
activities of the Company fall within the scope of the joint committees nos 209 for
white collar workers (employés/bedienden) and 111
for blue collar workers (ouvriers/arbeiders).

       

      The
Company is not a party to any collective bargaining agreement other than
collective bargaining agreements at sector level (each, a “Collective Agreement”) or
required to comply with any Collective Agreement, and there is no organizational
effort being made to apply for certification of a Collective Agreement. Where
any Collective Agreement exists, the Company has complied and complies with all
material terms and conditions of, and is not in default under any, such
Collective Agreement.

       

      Other than
as a result of a Legal Requirement, the Company has no body representing
employees which has a right to be represented or attend at or participate in any
board or council meeting or a right to be informed, consulted or make
representations in relation to the business of the Company. Any such body which
is (or is required to be) in operation in the Company operates in accordance
with all Legal Requirements.

       

      The
Company is not involved in any dispute regarding a claim of importance with any
employee or trade union, association of trade unions, works council, health and
safety committee, staff association or any other body representing employees
that has arisen within the twelve (12) months immediately preceding the Closing,
nor has any such dispute which is still relevant been received in writing by the
Company; nor, to the Knowledge of Seller, are there any circumstances likely to
give rise to such a dispute.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      23.           Individual Employment
Matters

       

      The
Disclosure Schedule sets forth a complete and accurate list of each employment
contract or consultancy agreement (whether written or otherwise) with any
current director, statutory manager, manager, Officer of the Company entered
into in connection with their board service, employment or other relationship
with the Company. The Company has not received notice of resignation from any
such individuals.

       

      The
Disclosure Schedule lists all current employees of the Company, including their
titles and annual wages, salary and bonus information and any severance
arrangements which deviate from the severance arrangements provided for under
applicable Legal Requirements.  The basis of the remuneration payable
to the employees of the Company is the same as that in force at January 1,
2008.  Other than in accordance with the provisions of a Collective
Agreement or indexation, the Company is not obliged to increase and has not made
any provision to increase the total annual remuneration payable to any
employee.

       

      The
Company has complied in all material respects with all Legal Requirements
(including, but not limited to, social and employment legislation) and all
obligations under any Collective Agreement or employment agreement in relation
to the employees of the Company.

       

      24.           Pensions and other
Benefits

       

      The
Disclosure Schedule sets forth a complete list of any agreement, arrangement,
custom or practice currently in effect (whether legally enforceable or not) for
the payment of, or payment of a contribution towards, any pensions, allowances,
lump sums or other similar benefits on retirement, death, termination of
employment, (voluntary or not) or during periods of sickness or disability
(each, a “Benefit
Plan”), currently in effect for the benefit of any current or former
director, manager, Officer or other employee of the Company or for the benefit
of the dependants of any such person, including amendments thereto.

       

      The
Company has at all times made adequate provision for obligations payable by it
under any Benefit Plan.  With regard to all obligations currently
payable by the Company under any Benefit Plan, all such amounts (a) are duly
provisioned for, (b) have been duly funded in accordance with normal practices
applicable to such schemes, and (c) have been paid in due course.  No
payments are outstanding.

       

      All
Benefit Plans are, and are operated in compliance with, all Legal Requirements
(including, but not limited to, non-discrimination principles
thereof).

       

      25.           Intellectual
Property

       

      The
Company owns or possesses the legal rights to any patents, trademarks, service
marks, trade names, copyrights and trade secrets presently used by it and
necessary for the conduct of the Company’s business as presently conducted
(“Intellectual
Property”). To the Seller’s
Knowledge, the business conducted by the Company does not infringe or violate
any patents, trademarks, service marks, trade names, copyrights, trade secrets
or other intellectual property rights of any other person. The Company has not
been sued or charged as a defendant in any claim, suit, action, or proceeding
which involves a claim of infringement of any Intellectual Property of any third
party and which has not been finally terminated prior to the date hereof, nor
does the Seller have any Knowledge of any such charge or claim or any
infringement liability with respect to, or infringement or violation by, the
Company of any Intellectual Property of any third party.  The Company
has not received any written communications alleging that the Company has
violated any patents, trademarks, service marks, trade names, copyrights, trade
secrets or other intellectual property rights of any other
person.  The Disclosure Schedule contains a complete list
of patents, pending patent applications, trademark and service mark
registrations and pending applications and any copyright registrations and
pending applications pertaining to the Intellectual Property.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      As of the
Closing Date, and in connection with the sale of the Company to Buyer, the
Company and Seller have entered into the Production License Agreement, whereby
the Company has granted Seller and its Affiliates a non-exclusive, fully paid
up, worldwide license to manufacture, solely for its own use and not for resale
(except as incorporated in other Seller products sold to third parties),
certain laminates used in insulation of bus bars manufactured by Seller and/or
its Affiliates. 

       

      The
Company has taken commercially reasonable steps to protect (a) the Company's
rights in its confidential information and trade secrets necessary in order to
continue to conduct the Company’s business as currently conducted; and (b) any
trade secrets or confidential information of third parties provided to the
Company.

       

      26.           Information
Technology

       

      The term
“Information Technology
Assets” means any computer systems, communication systems, software and
hardware and back up systems (as and to the extent available) owned or used by
the Company.

       

      The
Company owns free and clear of any Encumbrances, or has the right to use, all of
the Information Technology Assets.

       

      The
Information Technology Assets are reasonably adequate for the operational and
business requirements of the Company in the ordinary course as presently
conducted.

       

      27.           Terms of Trade;
Products

       

      To the
Seller’s Knowledge, no substantial customer or supplier of the Company
(including those customers and suppliers that conduct business with the Company
through the Seller or its Affiliates) currently intends to: (i) stop trading
with or supplying the Company; (ii) unilaterally reduce substantially its
trading with, or supplies to, the Company; or (iii) materially change the terms
on which it is prepared to trade with or supply the Company (other than normal
price and quote changes).

       

      Each
product manufactured, sold or delivered by the Company is and has been in
substantial conformity with all applicable contractual commitments and all
express and implied warranties, other than those legally disclaimed by the
Company, and the Company has not received any claims for liability for
replacement or repair thereof or other damages in connection therewith. No
product manufactured, sold, leased or delivered by the Company is subject to any
guaranty, warranty or other indemnity beyond the Company's applicable current
standard terms and conditions of sale or lease (true and complete copies of
which have been provided to Buyer), except for guarantees, warranties and
indemnities imposed by a Legal Requirement.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      There is
no claim now pending or, to the Knowledge of Seller, threatened alleging any
defect in any product manufactured, sold or delivered by the
Company.

       

      28.           Certain Payments

       

      No
shareholder, director, Officer, employee or agent of the Company or any other
person associated with or acting for or on behalf of the Company, has, directly
or indirectly, made or agreed to make, any improper or illegal payment, gift or
political contribution to, or taken any other improper or illegal action, for
the benefit of any customer, supplier, administrative employee or other person
who is or may be in a position to assist or hinder the business of the
Company.

       

      29.           Related Persons

       

      Except for
sales in the ordinary course of business and for Intercompany Financial Debt,
neither Seller nor any Related Person of Seller or the Company is the owner,
either of record or as a beneficial owner, of a material equity interest or any
other material financial or profits interest in (i) a person that has or
recently has had business dealings or a financial interest in any transaction
with the Company, or (ii) a person that engages or recently has engaged in
competition, whether direct, indirect or potential, with the Company with
respect to any line of the products or services of the Company in any market
presently served by the Company.  Ownership of less than five percent
(5%) of a publicly traded company shall conclusively be deemed to not constitute
a “material equity interest” in such company.

       

      30.           Release

       

      To
Seller’s Knowledge, none of Seller, any Related Person or any director, manager
or other Officer of the Company, as a result of their board service, employment
or other relationship with the Company, has (or has any basis for) any claim,
demand or cause of action against the Company (including, but not limited to,
the right to receive Management Fees) that will remain outstanding after the
Closing.

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
B

      


      REPRESENTATIONS AND
WARRANTIES OF THE BUYER

      


      Subject to
the terms and conditions of the Agreement and the occurrence of the Closing
contemplated thereby, the Buyer represents and warrants to the Seller, as of the
date hereof, as follows:

      


      1.           Organization

       

      The Buyer
is a commercial company (naamloze vennootschap/société
anonyme) duly organized and validly existing under the laws of Belgium
and has all necessary power and authority to own, operate or lease the assets
now owned, operated or leased by it, or to be owned and operated by it following
the consummation of the transactions contemplated by the Agreement, and to carry
on its business as it has been and is currently conducted.

       

      2.           Power and Authority

       

      The Buyer
has the absolute and unrestricted right, power and authority to enter into this
Agreement and the Related Agreements to which it is a party and to consummate
the transactions and to carry out its obligations set forth hereunder and
thereunder.  The individuals signing on behalf of Buyer each are duly
authorized to sign this Agreement and the Related Agreements to which it is a
party. The execution and delivery of this Agreement and the Related Agreements
to which Buyer is a party, and the consummation of the transactions contemplated
hereunder and thereunder, have been duly authorized by all necessary corporate
or other action on the part of the Buyer.

       

      3.           Validity of the
Agreement

       

      The entry
by the Buyer into, and the performance of their respective obligations under,
this Agreement and any Related Agreements to which it is a party does not and
will not (i) violate, conflict with or result in the breach of any provision of
its organizational documents, or (ii) conflict with, violate or constitute a
breach of or default under any Legal Requirement to which the Buyer may be
subject or contract or agreement by which the Buyer is bound. This Agreement and
the Related Agreements to which it is a party has been duly executed and
delivered and constitute legal, valid and binding obligations of the Buyer,
enforceable against each of them in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles.

       

      The Buyer
is not required to obtain any approval or make any filing with any governmental
authority or take any other action to authorize this Agreement or to permit the
purchase and payment contemplated thereby.

       

      4.           No Prior
Operations »

       

      The Buyer
was formed solely for the purpose of effecting the purchase of the Shares, and
has not engaged in any business activities or conducted any operations other
than in connection with the transactions contemplated hereby.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

      


      Form of
Non-Competition Agreement

       

       

       

       

      
 

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

      


      Form of
Rental Agreement

       

       

       

       

      
 

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
C

      


      Form of
Distribution Agreement

       

       

       

       

       

      
 

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D

      


      Form of
Sales Agreement

       

       

       

      
 

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
E

      


      Form of
Share Pledge Agreement

      


      


      


      


      


      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
F

      


      Form of
Production License Agreement

       

       

       

       

      
 

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
G

      


      Form of
Mutual Non-Disclosure Agreement

      


      


       

       

       

       

      52