ARC Group Worldwide 8-K


Exhibit 10.34


 





 











ASSET PURCHASE AGREEMENT


 


 


 


amongst


 


 


 


KECY CORPORATION,


 


 


 


 


4111 MUNSON HOLDING, LLC,


 


 


 


and


 


 


 


ARC METAL STAMPING, LLC


 


 


 


dated as of


 


June 25, 2014


 




     


	



    	 



    

 





	EXHIBIT A	Escrow Agreement
	 	 
	EXHIBIT B	Bill of Sale
	 	 
	EXHIBIT C	Assignment and Assumption Agreement
	 	 
	EXHIBIT D	Lease Agreement
	 	 
	EXHIBIT E	Transition Services Agreement
	 	 






 




     i


	



    	 



    

 


ASSET PURCHASE
AGREEMENT


 


This Asset Purchase
Agreement (this “Agreement”), dated as of June 25, 2014, is entered into by and among Kecy Corporation, a Michigan
corporation (“Kecy”), and 4111 Munson Holding, LLC, a Michigan limited liability company (“Munson”)
(Kecy and Munson are hereinafter individually referred to as “Seller” and collectively referred to as “Sellers”),
and ARC Metal Stamping, LLC, a Delaware limited liability company (“Buyer”). Sellers and Buyer are joined as
a party herein by ARC Group Worldwide, Inc., a Utah corporation (“ARC Worldwide”), for the limited purposes
relating to the Escrow, the Escrow Agreement, the ARC Common Stock, and the Escrow Shares.


 


RECITALS


 


WHEREAS, Munson is
the fee owner of the Hudson Real Property; and


 


WHEREAS, 447 Walnut,
LLC, an Ohio limited liability company, is the fee owner of the Wauseon Real Property; and


 


WHEREAS, Kecy is engaged
in the business of metal stamping and assemblies for anti-vibration vehicle parts (the “Business”) and operates
business facilities for this purpose at the Hudson Real Property, which it leases from Munson, and the Wauseon Real Property, which
it leases from 447 Walnut, LLC; and


 


WHEREAS, Sellers wish
to sell and assign to Buyer, and Buyer wishes to purchase and assume from Sellers, the Hudson Real Property and substantially all
the assets, and certain specified liabilities, of the Business, subject to the terms and conditions set forth herein.


 


AGREEMENT:


 


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


 


Article
I

Definitions


 


The following terms
have the meanings specified or referred to in this Article I:


 


“Accounts
Receivable” has the meaning set forth in Section 2.01(b).


 


“Acquisition
Proposal” has the meaning set forth in Section 7.03(a).


 


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


 


“Affiliate” of
a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person.


 




     


	



    	 



    

 


The term “control” (including
the terms “controlled by” and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.


 


“Agreement” has
the meaning set forth in the preamble.


 


“Allocation
Schedule” has the meaning set forth in Section 2.08 and is set forth in Schedule 2.08.


 


“ARC Common
Stock” means: (i) the shares of common stock, par value $.0005 per share, of ARC Worldwide, the ultimate parent
of the Buyer, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from
a reclassification of such common stock.


 


“ARC Worldwide” has
the meaning set forth in the preamble.


 


“Assigned
Contracts” has the meaning set forth in Section 2.01(d).


 


“Assignment
and Assumption Agreement” has the meaning set forth in Section 3.02(a)(iii).


 


“Assumed Liabilities” has
the meaning set forth in Section 2.04.


 


“Balance Sheet” has
the meaning set forth in Section 4.04.


 


“Balance Sheet
Date” has the meaning set forth in Section 4.04.


 


“Benefit Plan” has
the meaning set forth in Section 4.19(a).


 


“Bill of Sale” has
the meaning set forth in Section 3.02(a)(ii).


 


“Books and
Records” has the meaning set forth in Section 2.01(m).


 


“Business” has
the meaning set forth in the recitals.


 


“Business
Assets” has the meaning set forth in Section 2.01.


 


“Business
Day” means any day except Saturday, Sunday, and any other day holiday recognized by the federal government of the
Unites States.


 


“Buyer” has
the meaning set forth in the preamble.


 


“Buyer Closing
Certificate” has the meaning set forth in Section 8.03(f).


 


“Buyer's Accountants” means
Hein & Associates or such other certified public accounting firm appointed form time-to-time by the Buyer at its
sole discretion.


 


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


 


“CERCLIS”
means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the U.S. Environmental
Protection Agency.


 


“Closing” has
the meaning set forth in Section 3.01.


 


“Closing Date” has
the meaning set forth in Section 3.01.


 




    	2



    	 



    

 


“Closing Working
Capital” means: (a) Current Assets, less (b) Current Liabilities, determined as of the close of business on the
Closing Date.


 


“Closing Working
Capital Statement” has the meaning set forth in Section 2.07(a)(i).


 


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


 


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


 


“Current Assets” means
the current assets of the Business included in the line items set forth on Schedule 2.07(a)(i) and only to the extent acquired
pursuant to the terms of this Agreement and shall include Accounts Receivable, Inventory, and other current assets (other than
cash equivalents).


 


“Current Liabilities” means
the current liabilities of the Business included in the line items set forth on Schedule 2.07(a)(i) and only to the extent
assumed pursuant to the terms of this Agreement.


“Deed” has
the meaning set forth in Section 3.02(a)(v).


 


“Disclosure
Schedules” means the disclosure schedules delivered by Sellers and Buyer concurrently with the execution and delivery
of this Agreement, which Sellers and Buyer acknowledge and agree are binding on them.


 


“Disputed
Amounts” has the meaning set forth in Section 2.07(b)(iii).


 


“Dollars”
or “$” means the lawful currency of the United States.


 


“Encumbrance” means
any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security
interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction
on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


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


 


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


 




    	3



    	 



    

 


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


 


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


 


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


 


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


 


“ERISA Affiliate” means,
with respect to any Person, any other Person that, together with such first Person, would be treated as a single employer within
the meaning of Section 414(b), (c), (m) or (o) of the Code.


 


“Escrow”
means the escrow established, maintained and released for the benefit of the parties hereto in accordance with the terms and conditions
of Article II herein and the Escrow Agreement.


 


“Escrow Agent” means
Wuersch & Gering LLP.


 


“Escrow Agreement” means
the Escrow Agreement among Buyer, ARC Worldwide, Kecy, and the Escrow Agent, to be executed and delivered at the Closing in the
form attached hereto as Exhibit A.


 


“Escrow Amount” means
ten percent (10%) of the Purchase Price (i.e., Two Million Six Hundred Thousand Dollars ($2,600,000), which shall be represented
by the value of ARC Common Stock, unless otherwise provided in this Agreement, deposited with the Escrow Agent, and held in escrow
by the Escrow Agent pursuant to this Agreement. The Escrow Amount shall be deemed and represents a portion of the Purchase Price
to be allocated to the Business Assets and paid to Kecy consistent with the Allocation Schedule, subject to: (a) Post-Closing Adjustments;
and (b) indemnification obligations of Sellers under Article IX herein.


 




    	4



    	 



    

 


“Escrow Fund”
means the funds or Escrow Shares held in Escrow, as further described in Section 2.06(a).


 


“Escrow Release
Date” means the eighteenth month anniversary of the Closing Date, subject to all of the events described in Section
2.11.


 


“Escrow Shares”
means the shares of ARC Common Stock issued into Escrow pursuant this Agreement.


 


“Excluded
Assets” has the meaning set forth in Section 2.03.


 


“Excluded
Contracts” has the meaning set forth in Section 2.03(a).


 


“Excluded
Liabilities” has the meaning set forth in Section 2.05.


 


“Financial
Statements” has the meaning set forth in Section 4.04.


 


“FIRPTA Certificate” has
the meaning set forth in Section 8.02(o).


 


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


 


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


 


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


 


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


 


“Hudson Real
Property” has the meaning set forth in Section 5.04(a).


 


“Indemnified
Party” has the meaning set forth in Section 9.01(d).


 


“Indemnifying
Party” has the meaning set forth in Section 9.01(d).


 


“Independent
Accountants” has the meaning set forth in Section 2.07(b)(iii).


 


“Insurance
Policies” has the meaning set forth in Section 4.15.


 







    	5



    	 



    

 


“Intellectual
Property” means all intellectual property rights and assets, and all rights, interests and protections that
are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws
of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service
marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship,
association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations,
applications and renewals for, any of the foregoing; (b) internet domain names, whether or not trademarks, registered in any
top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and
related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related
thereto, and URLs; (c) works of authorship, expressions, designs and design registrations, whether or not copyrightable,
including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration
and renewals of such copyrights; (d) inventions, discoveries, trade secrets, business and technical information and know-how,
databases, data collections and other confidential and proprietary information and all rights therein; (e) patents (including
all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals,
substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental
Authority-issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility models);
(f) software and firmware, including data files, source code, object code, application programming interfaces, architecture,
files, records, schematics, computerized databases and other related specifications and documentation; (g) semiconductor
chips and mask works; (h) royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect
to any and all of the foregoing; and (i) all rights to any Actions of any nature available to or being pursued by Kecy to the
extent related to the foregoing, whether accruing before, on or after the date hereof, including all rights to and claims for
damages, restitution and injunctive relief for infringement, dilution, misappropriation, violation, misuse, breach or
default, with the right, but no obligation to, sue for such legal and equitable relief, and to collect, or otherwise recover,
any such damages.


 


“Intellectual
Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements,
covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other
consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of
the Business, as currently conducted and consistent with the ordinary course of Business and past practice of the Company, to which
Kecy is a party, beneficiary or otherwise bound.


 


“Intellectual
Property Assets” means all Intellectual Property that is owned by Kecy and used in or necessary for the conduct
of the Business as currently conducted and consistent with the ordinary course of Business and past practice of the Company.


 


“Intellectual
Property Assignments” has the meaning set forth in Section 3.02(a)(iv).


 


“Intellectual
Property Registrations” means all issuances, registrations, applications or other filings by, to or with any Governmental
Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued
and reissued patents and pending applications for any Intellectual Property Assets.


 


“Interim Balance
Sheet” has the meaning set forth in Section 4.04.


 


“Interim Balance
Sheet Date” has the meaning set forth in Section 4.04.


 


“Interim Financial
Statements” has the meaning set forth in Section 4.04.


 


“Internal
Financial Statements” has the meaning set forth in Section 4.04.


 


“Inventory” has
the meaning set forth in Section 2.01(c).


 


“Kecy” has
the meaning set forth in the preamble.


 


“Kecy Indemnitees” has
the meaning set forth in Section 9.01(a).


 




    	6



    	 



    

 


“Knowledge
of Kecy” or “Kecy’s Knowledge” or any other similar
knowledge qualification, means: (a) the actual knowledge of any director or officer of Kecy; or (b) the knowledge of facts or matters
that any director or officer of Kecy should have discovered or otherwise become aware of following the conduct of a reasonably
comprehensive investigation regarding the accuracy of any representation or warranty made by Kecy in this Agreement.


 


“Knowledge
of Munson” or “Munson’s Knowledge” or any other
similar knowledge qualification, means: (a) the actual knowledge of any member or manager of Munson; or (b) the knowledge of facts
or matters that any member or manager of Munson should have discovered or otherwise become aware of following the conduct of a
reasonably comprehensive investigation regarding the accuracy of any representation or warranty made by Munson in this Agreement.


 


“Knowledge
of Seller” or “Seller's Knowledge” or any other similar
knowledge qualification, means: (a) the actual knowledge of any director, officer, member, or manager of a Seller; or (b) the knowledge
of facts or matters that any director, officer, member, or manager of a Seller should have discovered or otherwise become aware
of following the conduct of a reasonably comprehensive investigation regarding the accuracy of any representation or warranty made
by Sellers in this Agreement.


 


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


 


“Lease Agreement” has
the meaning set forth in Section 3.02(a(vi).


 


“Liabilities” means
liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent,
accrued or unaccrued, matured or unmatured or otherwise.


 


“Losses” means
losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever
kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing
any insurance providers; provided, however, that “Losses” shall not include punitive damages, except in the
case of fraud or to the extent actually awarded to a Governmental Authority or other third party.


 


“Material” or
“Materially” (whether or not capitalized throughout this Agreement) means with respect to the consequences of
any fact or circumstance (including the occurrence or non-occurrence of any event), that such fact or circumstance has caused,
is causing, or will cause, directly, indirectly, or consequentially, singly or in the aggregate with other facts and circumstances,
any damages or losses to Buyer in excess of One Hundred Thousand Dollars ($100,000).


 







    	7



    	 



    

 


“Material
Adverse Effect” means any event, occurrence, fact,
condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to
(a) the results of operations, condition (financial or otherwise) or assets of the Business, (b) the value of the Purchased Assets,
or (c) the ability of Sellers to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material
Adverse Effect” shall not include any of the following events, occurrences, facts, conditions or changes: (i) acts of war
(whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (ii) any action required by
this Agreement, except pursuant to Section 4.03, Section 5.03 and Section 7.08; or (iii) the public announcement, pendency or
completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition
or change referred to in clauses (i) through (iii) immediately above shall be taken into account in determining whether a Material
Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition
or change has a disproportionate effect on the Business compared to other participants in the industries in which the Business
operates.


 


“Material
Contracts” has the meaning set forth in Section 4.07(a).


 


“Material
Customers” has the meaning set forth in Section 4.14(a).


 


“Material
Suppliers” has the meaning set forth in Section 4.14(b).


 


“Multiemployer
Plan” has the meaning set forth in Section 4.19(c).


 


“Munson” has
the meaning set forth in the preamble.


 


“Munson Indemnitees” has
the meaning set forth in Section 9.01(b).


 


“Notice of
Loss” has the meaning set forth in Section 9.01(d).


 


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


 


“Permitted
Encumbrances” has the meaning set forth in Section 4.08(a).


 


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


 


“Post-Closing
Adjustment” has the meaning set forth in Section 2.07(a)(ii).


 


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


 


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


 


“Principal”
has the meaning in Section 7.07(a).


 


“Principal
Market” means the Nasdaq Stock Market.


 


“Purchased
Assets” has the meaning set forth in Section 2.02.


 


“Purchase
Price” has the meaning set forth in Section 2.06.


 


“Qualified
Benefit Plan” has the meaning set forth in Section 4.19(c).


 


“Real Property” means,
collectively, the Hudson Real Property and the Wauseon Real Property.


 


“RCRA”
the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and
Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.


 




    	8



    	 



    

 


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


 


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


 


“Resolution
Period” has the meaning set forth in Section 2.07(b)(ii).


 


“Restricted
Business” means the business of metal stamping and assemblies for anti-vibration vehicle parts.


 


“Restricted
Period” has the meaning set forth in Section 7.07(a).


 


“Review Period” has
the meaning set forth in Section 2.07(b)(i).


 


“Seller” has
the meaning set forth in the preamble.


 


“Sellers” has
the meaning set forth in the preamble.


 


“Sellers’
Closing Certificates” has the meaning set forth in Section 8.02(l).


 


“Sellers'
Accountants” means William Vaughan Company.


 


“Seller Indemnitees” has
the meaning set forth in Section 9.01(c).


 


“Statement
of Objections” has the meaning set forth in Section 2.07(b)(ii).


 


“Survival
Period” has the meaning set forth in Section 9.02.


 


“Tangible
Personal Property” has the meaning set forth in Section 2.01(f).


 


“Target Working
Capital” has the meaning set forth in Section 2.07(a)(ii).


 


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


 


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


 


“Territory” means
for non-competition purposes: the United States of America.


 


“Third Party
Claim” has the meaning set forth in Section 9.01(e).


 


“Trading Day”
means any day on which the ARC Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal
trading market for such stock, then on the principal securities exchange or securities market on which such stock is then traded;
provided that “Trading Day” shall not include any day on which the ARC Common Stock is scheduled to trade on
such exchange or market for less than 4.5 hours or any day that it is suspended from trading during the final hour of trading on
such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 




    	9



    	 



    




 


“Transaction
Documents” means this Agreement, the Escrow Agreement, the Bill of Sale, the Assignment and Assumption Agreement,
Deeds, the Lease Agreement, the Transition Services Agreement, and the other agreements, instruments and documents required to
be delivered at the Closing.


 


“Transition
Services Agreement” has the meaning set forth in Section 3.02(a)(vii).


 


“Undisputed
Amounts” has the meaning set forth in Section 2.07(b)(iii).


 


“Union” has
the meaning set forth in Section 4.20(b).


 


“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average
of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in
the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the VWAP cannot be calculated
for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved in accordance with the procedures set forth herein. All such determinations
shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.


 


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


 


“Wauseon Real
Property” means that certain real property owned by 447 Walnut, LLC and commonly described as 445-447 East Walnut
Street, Wauseon, Ohio. The Wauseon Real Property was sold, transferred, conveyed, and assigned to 447 Walnut, LLC by Munson immediately
prior to the Closing and was formerly leased by Munson to Kecy since 2001 for use in the operation of the Business.


 


Article
II

Purchase and Sale


 


Section
2.01              Purchase
and Sale of Kecy’s Assets. Subject to the terms and conditions set forth herein, at the Closing, Kecy shall sell, assign,
transfer, convey and deliver to Buyer, and Buyer shall purchase from Kecy, free and clear of any Encumbrances other than Permitted
Encumbrances, all of Kecy's right, title and interest in, to and under all of the assets, properties and rights of every kind and
nature, whether real, personal or mixed, tangible or intangible (including goodwill owned by
Kecy), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are
used or held for use in connection with, the Business (collectively, the “Business Assets”),
including, without limitation, the following:


 




    	10



    	 



    




 






 


(a)              cash and cash equivalents;


(b)              all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing
(“Accounts Receivable”);


(c)              all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);


(d)              all Contracts, including Intellectual Property Agreements, set forth on Schedule 2.01(d) (the “Assigned
Contracts”);


(e)              all Intellectual Property Assets;


(f)               all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other
tangible personal property, including, without limitation, the items listed on Schedule 2.01(f) (the “Tangible
Personal Property”);


(g)              all Permits, including Environmental Permits, which are held by Kecy and required for the conduct of the Business, as currently
conducted and consistent with the ordinary course of Business and past practice of the Company, and for the ownership and use of
the Purchased Assets, including, without limitation, those listed on Schedule 4.17(b) and Schedule 4.18(b);


(h)              all rights to any Actions of any nature available to or being pursued by Kecy to the extent related to the Business, the
Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;


(i)               all dye and dye-related prepaid expenses, credits and advance payments;


(j)               all claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and
fees (including any such item relating to the payment of Taxes);


(k)              all of Kecy's rights under warranties, indemnities and all similar rights against third parties to the extent related to
any Purchased Assets;


(l)               all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or
the Assumed Liabilities;


(m)            
originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers
and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories,
price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and
inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority),
sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and
practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files
relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”);
and


 




    	11



    	 



    

 


(n)              all goodwill and the going concern value of the Business.


Section
2.02              Purchase
and Sale of Munson’s Hudson Real Property. Subject to the terms and conditions set forth herein, at the Closing, Munson
shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Munson, free and clear of any Encumbrances
other than Permitted Encumbrances, all of Munson's right, title and interest in, to and under all Hudson Real Property (collectively,
along with the Business Assets, the “Purchased Assets”).


Section
2.03              Excluded
Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded
Assets”):


(a)              Contracts,
including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”);


(b)              the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records
having to do with the corporate organization of Sellers;


(c)              all Benefit Plans and assets attributable thereto;


(d)              the
assets, motor vehicles, properties and rights specifically set forth on Schedule 2.03(d); and


(e)              the rights which accrue or will accrue to either Seller under the Transaction Documents.





Section
2.04              Assumed
Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge
only the following Liabilities of Kecy (collectively, the “Assumed Liabilities”),
and no other Liabilities:





(a)              all trade accounts payable of Kecy to third parties in connection with the Business that remain unpaid and are not delinquent
as of the Closing Date and that either are reflected on the Interim Balance Sheet or arose in the ordinary course of business consistent
with past practice since the Interim Balance Sheet Date;


(b)              all Liabilities in respect of the Assigned Contracts, but only to the extent that such Liabilities thereunder are required
to be performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform,
improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing;


(c)              those Liabilities of Kecy set forth on Schedule 2.04(c);





(d)              All 2014 Michigan personal property taxes and assessments due and payable on the Business Assets shall be prorated between
Kecy and Buyer as of the Closing Date as follows: Kecy shall pay the pre-Closing portion of the 2014 Michigan personal property
taxes and assessments due and payable on the Business Assets, which portion shall be determined by a fraction, the numerator of
which shall be the number of days in 2014 through the Closing and denominator of which shall be 365; and Buyer shall pay the post-Closing
portion of the 2014 Michigan personal property taxes and assessments due and payable on the Business Assets, which portion shall
be determined by a fraction, the numerator of which shall be the number of days remaining in 2014 subsequent to the Closing
and denominator of which shall be 365. Such 2014 Michigan personal property taxes and assessments shall be computed on the basis
of Kecy’s 2014 Form L-4175, which was filed with City of Hudson, Michigan Assessor. There shall be no further prorations
of personal property tax; and


 




    	12



    	 



    




 


(e)              All real estate taxes and installments of assessments due and payable after the Closing Date on the Hudson Real Property
located in Michigan shall be prorated between Munson and Buyer as of the Closing Date as follows: Munson shall pay all of the prior
year’s real estate taxes and assessments, and the current year’s real estate taxes and assessments shall be prorated
between Munson and Buyer with the current year’s real estate taxes and assessments treated as though they are paid in advance
based on a calendar year. Such real estate taxes and assessments shall be computed on the basis of the last available tax rate
and valuation as shown on the tax duplicate. If necessary, Munson and Buyer shall, post-Closing, prorate taxes and assessments
on the basis of a reasonable estimate and shall enter into an agreement at Closing to re-compute and adjust the proration between
them after Closing when the actual amount of taxes and assessments for the prorated period is established.





Section
2.05              Excluded
Liabilities. Notwithstanding the provisions of Section 2.04 or any other provision in this Agreement to the contrary,
Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Sellers or any of their Affiliates
of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”).
Sellers shall, and shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are
obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not
be limited to, the following:





(a)              any Liabilities of either Seller arising or incurred in connection with the negotiation, preparation, investigation and
performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including,
without limitation, fees and expenses of counsel, accountants, consultants, advisers and others;


(b)              any Liability for: (i) Taxes of either Seller (or any stockholder or Affiliate of either Seller) or relating to the Business,
the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of
the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 7.14; or (iii) other Taxes
of either Seller (or any stockholder or Affiliate of either Seller) of any kind or description (including any Liability for Taxes
of either Seller (or any stockholder or Affiliate of either Seller) that becomes a Liability of Buyer under any common law doctrine
of de facto merger or transferee or successor liability or otherwise by operation of contract or Law);


(c)              any Liabilities relating to or arising out of the Excluded Assets;


(d)              any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the
operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing
Date;


(e)              any
product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied
representation, warranty, agreement or guaranty made by either Seller, or by reason of the improper performance or malfunctioning
of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product
defects of any products at any time manufactured or sold or any service performed by either Seller; 




    	13



    	 



    




 


(f)               any recall, design defect or similar claims of any products manufactured or sold or any service performed by either Seller;


(g)              any Liabilities of either Seller arising under or in connection with any Benefit Plan providing benefits to any present
or former employee of either Seller;


(h)              any Liabilities of either Seller for any present or former employees, officers, directors, retirees, independent contractors
or consultants of either Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits,
bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments due for any periods occurring
on or prior to the Closing Date;


(i)               any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances
or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of either
Seller (including any Environmental Claim or Liability of either Seller (or any stockholder or Affiliate of either Seller) that
becomes a Liability of Buyer under any common law doctrine of de facto merger, transferee or successor liability, business continuity
or otherwise by operation of contract or Law);


(j)               any trade accounts payable of either Seller: (i) to the extent not accounted for on the Interim Balance Sheet; (ii) which
constitute intercompany payables owing to Affiliates of either Seller; (iii) which constitute debt, loans or credit facilities
to financial institutions; or (iv) which did not arise in the ordinary course of business;


(k)              any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer
orders or work orders that: (i) do not constitute part of the Purchased Assets issued by the Business' customers to either Seller
on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned
to Buyer pursuant to this Agreement;


(l)               any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent
of either Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant
to Section 9.01(a) as Kecy Indemnitees;


(m)            
any Liabilities under the Excluded Contracts: (i) which do not conform to the representations and warranties with respect
thereto contained in this Agreement; or (ii) to the extent such Liabilities arise out of or relate to a breach by either Seller
of such Excluded Contracts prior to Closing;


(n)              any Liabilities associated with debt, loans or credit facilities of either Seller and/or the Business owing to financial
institutions; and


(o)              any Liabilities arising out of, in respect of or in connection with the failure by either Seller or any of their Affiliates
to comply with any Law or Governmental Order.





Section
2.06              Purchase
Price. The aggregate purchase price for the Purchased Assets shall be Twenty-Six Million Dollars ($26,000,000), subject
to adjustment pursuant to Section 2.07 hereof (the “Purchase Price”),
plus the assumption of the Assumed Liabilities. The Purchase Price shall be paid as follows:


 




    	14



    	 



    

 


(a)              The Buyer shall deposit to the Escrow Agent within three (3) Business Days of the Closing Date the number of newly issued
shares of ARC Common Stock equal to ten percent (10%) of the aggregate Purchase Price of the Purchased Assets (i.e., Two Million
Six Hundred Thousand Dollars ($2,600,000)) valued at the average VWAP for the twenty (20) Trading Days period prior to the
Closing Date, which will be replaced with ten percent (10%) of the Purchase Price (i.e., Two Million Six Hundred Thousand Dollars
($2,600,000)) in cash immediately prior to final disbursement of the Escrow Fund, unless an earlier replacement cash deposit
to the Escrow is required under this Agreement, in accordance with all other terms and conditions of this Agreement and the terms
of the Escrow Agreement;


(b)              Ninety Percent (90%) of the Purchase Price (i.e., Twenty Three Million Four Hundred Thousand Dollars ($23,400,000))
of the Purchased Assets shall be delivered by Buyer by wire transfer of immediately available funds for deposit in the accounts
designated in writing by Sellers (such designations to occur no less than three (3) Business Days prior to the Closing) (the “Closing
Payments”). From such amount of Closing Payments, Buyer and Sellers agree that Five Million Dollars ($5,000,000)
shall be paid and delivered to Munson for the Hudson Real Property and the remainder (i.e., Eighteen Million Four Hundred Thousand
Dollars ($18,400,000)) shall be paid and delivered to Kecy for the Business Assets.


(c)              The Escrow shall be maintained by the Escrow Agent in accordance with the procedures specified in Section 2.11 and
in accordance with the terms of the Escrow Agreement to satisfy: (i) any adjustments to the Purchase Price in favor of Buyer pursuant
to Section 2.07(a); and (ii) any and all claims made by Buyer or any other Buyer Indemnitee against Kecy pursuant to Article
IX herein.


Section
2.07              Purchase
Price Adjustment.


(a)              Post-Closing Adjustment.


   (i)    Within 60 days
after the Closing Date, Buyer shall prepare and deliver to Kecy: (A) a statement setting forth its calculation of Closing Working
Capital, which statement shall be substantially in the form of Schedule 2.07(a)(i) (the “Closing Working Capital
Statement”); and (B) a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement
was prepared using Kecy’s past accounting methods, practices, principles, policies and procedures, with consistent classifications,
judgments and valuation and estimation methodologies, that were used in the preparation of the Internal Financial Statements for
the most recent fiscal year end, subject to the modifications and limitations set forth on Schedule 2.07(a)(i). For the
purposes of this Agreement, including, without limitation, this Section 2.07, the Inventory shall be valued using the valuation
method used by Kecy prior to the Closing, consistent with Kecy’s past practices.


   (ii)    The “Post-Closing
Adjustment” shall be an amount equal to the Closing Working Capital minus Three Million Seven Hundred Fifty Thousand
Dollars ($3,750,000) (the “Target Working Capital”). If the Post-Closing Adjustment is a positive number, Buyer
shall pay to Kecy an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Kecy shall
pay to Buyer an amount equal to the Post-Closing Adjustment.


(b)              Examination
and Review.


                                  (i)    Examination.
After receipt of the Closing Working Capital Statement, Kecy shall have 60 days (the “Review Period”) to
review the Closing Working Capital Statement. During the Review Period, Kecy and Kecy’s Accountants shall have full access
to the relevant books and records of Buyer,
the personnel of, and work papers prepared by, Buyer and/or Buyer's Accountants to the extent that they relate to the Closing Working
Capital Statement and to such historical financial information (to the extent in Buyer's possession) relating to the Closing Working
Capital Statement as Kecy may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare
a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with
the normal business operations of Buyer.




    	15



    	 



    







                                   (ii)    Objection.
On or prior to the last day of the Review Period, Kecy may object to the Closing Working Capital Statement by delivering to
Buyer a written statement setting forth Kecy's objections in reasonable detail, indicating each disputed item or amount and the
basis for Kecy's disagreement therewith (the “Statement of Objections”). If Kecy fails to deliver the Statement
of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment,
as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Kecy, If Kecy
delivers the Statement of Objections before the expiration of the Review Period, Buyer and Kecy shall negotiate in good faith
to resolve such objections within 60 days after the delivery of the Statement of Objections (the “Resolution Period”),
and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement
with such changes as may have been previously agreed in writing by Buyer and Kecy, shall be final and binding.


 


                                  (iii)    Resolution
of Disputes. If Kecy and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of
Objections before expiration of the Resolution Period, then with respect to any amounts remaining in dispute (“Disputed
Amounts”, and any amounts not so disputed, the “Undisputed Amounts”) Buyer and Kecy shall appoint
by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than
Kecy's Accountants or Buyer's Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators,
shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing
Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent
Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must
be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections,
respectively.


 


                                  (iv)    Fees of
the Independent Accountants. Kecy shall pay a portion of the fees and expenses of the Independent Accountants equal to 100%
multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountants that
are resolved in favor of Buyer (that being the difference between the Independent Accountants' determination and Kecy's determination)
and the denominator of which is the total amount of Disputed Amounts submitted to the Independent Accountants (that being the sum
total by which Buyer's determination and Kecy's determination differ from the determination of the Independent Accountants). Buyer
shall pay that portion of the fees and expenses of the Independent Accountants that Kecy is not required to pay hereunder.


 


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


 




    	16



    	 



    







                                   (vi)    Payments
of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with
interest calculated as set forth below, shall: (A) be due (I) within five (5) Business Days of acceptance of the applicable Closing
Working Capital Statement, or (II) if there are Disputed Amounts, then within five (5) Business Days of the resolution described
in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or
Kecy, as the case may be. Any payment of the Post-Closing Adjustment owed by Kecy to Buyer shall be paid in cash. The amount of
any Post-Closing Adjustment shall bear interest from and including the Closing Date and including the date of payment at a rate
per annum equal to three percent (3%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number
of days elapsed, without compounding.


 


               (c)Adjustments
for Tax Purposes. Any payments made pursuant to this Section 2.07 shall be treated as an adjustment to the Purchase
Price by the parties for Tax purposes, unless otherwise required by Law. Any adjustment in the Purchase Price under this Section
2.07 shall be charged proportionately and directly against the amounts allocated to the applicable and appropriate asset category
making up the corresponding amount of the Working Capital in the Allocation Schedule.


 


               (d)Inventory
Check. Within two (2) days prior to the scheduled Closing Date, Buyer shall inspect Kecy’s Inventory. If, in the mutual
agreement of the Buyer and Kecy, any Inventory is determined to be missing or is deemed to be obsolete, the Purchase Price shall
be reduced by an amount to be mutually agreed upon by Buyer and Kecy. Any reduction in the Purchase Price under this Section
2.07(d) shall be charged directly against such amounts allocated to Inventory in the Allocation Schedule.


 


Section
2.08              Allocation
of Purchase Price. Sellers and Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items)
shall be allocated at “Fair Market Value”, as such term is defined in the Code, among the Purchased Assets for all
purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation
Schedule”). Further, Buyer and Sellers agree that, subject to the terms of the Escrow and the indemnification
provisions of Article IX herein, the Purchase Price shall be allocated and distributed to each Seller as follows: (a) Five Million
Dollars ($5,000,000) to Munson for the Hudson Real Property; and (b) the remainder of the Purchase Price (i.e., Twenty-One
Million Dollars ($21,000,000)) to Kecy for the Business Assets. The Allocation Schedule shall be prepared and mutually agreed
to by Buyer and Sellers at or prior to the Closing and set forth in Schedule 2.08.


 


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


 


Section
2.10              Third
Party Consents. To the extent that Kecy's rights under any Assigned Contract or Permit constituting a Business Asset, or any
other Business Asset, may not be assigned to Buyer without the consent of another Person which has not been obtained, this Agreement
shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be
unlawful, and Kecy, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as
possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's
rights under the Business Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Kecy, to
the maximum extent permitted by law and the Business Asset, shall act after the Closing as Buyer's agent in order to obtain for
it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Business Assets, with Buyer in any
other reasonable arrangement designed to provide such benefits to Buyer. Notwithstanding any provision in this Section 2.10
to the contrary, Buyer shall not be deemed to have waived its rights under Section 8.02(f) hereof unless and until Buyer
either provides written waivers thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.


 




    	17



    	 



    




 


Section
2.11              Maintenance
and Release of Escrow.


 


(a)               
Subject to the following provisions of this Section 2.11, the Escrow Fund shall be released by Escrow Agent to Kecy at 10:00
a.m., New York time, on the Escrow Release Date.


 


(b)              
If the average VWAP of the ARC Common Stock for the twenty (20) Trading Days preceding the last Trading Day of any calendar
quarter between the Closing Date and the Escrow Release Date is decreased by twenty percent (20%) or more since the average VWAP
of the ARC Common Stock on the Closing Date, then the number of Escrow Shares will be increased so that the VWAP of the Escrowed
Shares again equals ten percent (10%) of the Purchase Price (i.e., Two Million Six Hundred Thousand Dollars ($2,600,000).


 


(c)               
If the average VWAP of the ARC Common Stock for the twenty (20) Trading Days preceding the last Trading Day of any calendar
quarter between the Closing Date and the Escrow Release Date is decreased by fifty percent (50%) or more since the average VWAP
of the ARC Common Stock on the Closing Date, then the Escrow Shares will be replaced with cash representing ten percent (10%) of
the Purchase Price (i.e., Two Million Six Hundred Thousand Dollars ($2,600,000)).


 


(d)              
Subject to the restrictions set forth in Section 2.11(e), the Escrow Shares will be replaced with cash representing
ten percent (10%) of the Purchase Price (i.e., Two Million Six Hundred Thousand Dollars ($2,600,000) not less than five
(5) Business Days prior to the Escrow Release Date (unless earlier replaced by cash in accordance with Section 2.11(c),
in which case such replacement is not necessary). If no Notice of Loss has been duly delivered prior to the Escrow Release Date
by Buyer to Kecy and the Escrow Agent in conformity with all of the applicable procedures set forth in this Agreement, then the
Escrow Fund shall be released by Escrow Agent to Seller at 10:00 a.m., New York time, on the Escrow Release Date consistent with
Section 2.11(a).


 


(e)               
The Escrow Shares will be replaced with cash representing ten percent (10%) of the Purchase Price (i.e., Two Million
Six Hundred Thousand Dollars ($2,600,000)) not less than five (5) Business Days prior to the Escrow Release Date; provided,
however, that if a Notice of Loss has been duly delivered prior to the Escrow Release Date by Buyer to Kecy and the Escrow
Agent in conformity with all of the applicable procedures set forth in this Agreement, then the Escrow Fund may remain in the form
of Escrow Shares (unless earlier replaced by cash in accordance with Section 2.11(c), in which case the Escrow Fund shall
remain in the form of cash) until the definitive determination
and resolution of the claimed Losses relating to such Notice of Loss.


 




    	18



    	 



    




 


(f)               
After definitive determination and resolution of the Losses relating to such Notice of Loss, the Escrow Shares, less
the amount of such Losses incurred by Buyer, shall within three (3) Business Days thereafter be replaced by cash in an amount
equal to ten percent (10%) of the Purchase Price (i.e., Two Million Six Hundred Thousand Dollars ($2,600,000)) (unless earlier
replaced by cash in accordance with Section 2.11(c), in which case such replacement is not necessary), less the amount
of any and all Losses due or payable to Buyer, and thereafter such replacement cash shall be released to Kecy.


 


Article
III

Closing


 


Section
3.01              Closing.
Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement
(the “Closing”) shall take place simultaneously, upon electronic delivery
of executed documents by the parties, at the offices of Wuersch & Gering LLP, 100 Wall Street, 10th Floor, New York,
NY 10005, and Eastman & Smith Ltd., One SeaGate, 24th Floor Toledo, Ohio 43604, at 10:00 am, New York time, on the
second Business Day after all of the conditions to Closing set forth in Article VIII are either satisfied or waived (other
than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Sellers
and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing
Date”.


 


Section
3.02              Closing
Deliverables.


 


(a)           At the Closing, Sellers shall deliver to Buyer the following:


 


(i)    the Escrow Agreement
duly executed by Sellers;


 


(ii)   a bill of sale
in the form of Exhibit B hereto/in form and substance satisfactory to Buyer (the “Bill of Sale”) and
duly executed by Kecy, transferring the tangible personal property included in the Business Assets to Buyer;


 


(iii)  an assignment
and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”)
and duly executed by Kecy, effecting the assignment to and assumption by Buyer of the Business Assets and the Assumed Liabilities;


 


(iv)  [Intentionally
Omitted]


 


(v)   with respect to
each parcel of Hudson Real Property, a general warranty deed in form and substance satisfactory to Buyer (each, a “Deed”)
and duly executed and notarized by Munson;


 


(vi)  a Lease Agreement
in the form of Exhibit D hereto (the “Lease Agreement”) and duly executed by 447 Walnut, LLC, leasing
the Wauseon Real Property from 447 Walnut, LLC, as lessor, to Buyer, as lessee;


 


(vii) the Transition
Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”) and duly executed
by Moore & Associates Sales Company, an Ohio corporation;




    	19



    	 



    

 


(viii) the
Sellers’ Closing Certificates;


 


(x)   the FIRPTA Certificate;


 


(xi) the certificates
of an officer, member, or manager of Sellers required by Section 8.02(m) and Section 8.02(n); and


 


(xii)such other customary
instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required
to give effect to this Agreement.


 


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


 


               (i)   the Purchase
Price, less the Escrow Amount;


 


               (ii)  the Escrow
Agreement duly executed by Buyer;


 


               (iii) the Assignment
and Assumption Agreement duly executed by Buyer;


 


               (iv) the Lease
Agreement duly executed by Buyer;


 


               (v)  the Transition
Services Agreement duly executed by Buyer;


 


               (vi)
the Buyer Closing Certificate; and


 


               (vii)the certificates
of the Secretary or Assistant Secretary of Buyer required by Section 8.03(g) and Section 8.03(h).


 


(c)           At the Closing, Buyer shall deliver the Escrow Shares to the Escrow Agent pursuant to the Escrow Agreement.


 


Article
IV

Representations and warranties of kecy


 


Except as set forth
in the Disclosure Schedules, Kecy represents and warrants to Buyer that the statements contained in this Article IV are
true and correct as of the date hereof.


 


Section
4.01              Organization
and Qualification of Kecy. Kecy is a corporation duly organized, validly existing and in good standing under the Laws of the
State of Michigan and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated
or leased by it and to carry on the Business, as currently conducted and consistent with the ordinary course of Business and past
practice of the Company. Schedule 4.01 sets forth each jurisdiction in which Kecy is licensed or qualified to do business,
and Kecy is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the
Business Assets or the operation of the Business, as currently conducted and consistent with the ordinary course of Business and
past practice of the Company, makes such licensing or qualification necessary.


 


Section
4.02              Authority
of Kecy. Kecy has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which
Kecy is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and
thereby. The execution and delivery by Kecy of this Agreement and any other Transaction Document to which Kecy is a party, the
performance by Kecy of its obligations hereunder and thereunder and the consummation by Kecy of the transactions contemplated hereby and thereby have been
duly authorized by all requisite corporate action on the part of Kecy. This Agreement has been duly executed and delivered by Kecy,
and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and
binding obligation of Kecy enforceable against Kecy in accordance with its terms. When each other Transaction Document to which
Kecy is or will be a party has been duly executed and delivered by Kecy (assuming due authorization, execution and delivery by
each other party thereto), such Transaction Document will constitute a legal and binding obligation of Kecy enforceable against
it in accordance with its terms.




    	20



    	 



    




 





Section
4.03              No
Conflicts; Consents. The execution, delivery and performance by Kecy of this Agreement and the other Transaction Documents
to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict
with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other
organizational documents of Kecy; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental
Order applicable to Kecy, the Business or the Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent,
notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event
that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create
in any party the right to accelerate, terminate, modify or cancel any Assigned Contract or Permit to which Kecy is a party or by
which Kecy or the Business is bound or to which any of the Purchased Assets are subject; or (d) result in the creation or imposition
of any Encumbrance other than Permitted Encumbrances on the Purchased Assets. No consent, approval, Permit, Governmental Order,
declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Kecy in connection with
the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby.


 


Section
4.04              Financial
Statements. Complete copies of the unaudited, internally prepared financial statements consisting of the balance sheet of the
Business as of December 31 in each of the years 2011, 2012 and 2013 and the related statements of income and retained earnings,
stockholders' equity and cash flow for the years then ended (the “Internal Financial Statements”),
and the unaudited, internally prepared financial statements consisting of the balance sheet of the Business as of January 31, 2014
and the related statements of income and retained earnings, stockholders' equity and cash flow for the one-month period then ended
(“Interim Financial Statements” and together with the Internal Financial Statements,
the “Financial Statements”) are attached to Schedule 4.04. The Financial
Statements are true, accurate and correct in all material respects and have been prepared on a basis consistent with past practices,
subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will
not be Material). The Financial Statements are based on the books and records of the Business, and fairly present the financial
condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the
periods indicated. The balance sheet of the Business as of December 31, 2013 is referred to herein as the “Balance
Sheet” and the date thereof as the “Balance Sheet Date” and
the balance sheet of the Business as of January 31, 2014 is referred to herein as the “Interim
Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”.
To the Knowledge of Kecy: (i) an audit of the Internal Financial Statements of
Kecy, recast and presented in accordance
with GAAP, can reasonably be expected to be completed within sixty (60) calendar days after the Closing Date; and (b) Kecy does
not have any Knowledge of any facts or circumstances that could reasonably be expected to impair the completion of such audit within
sixty (60) calendar days after the Closing Date. 


 




    	21



    	 



    




 


Section
4.05              Undisclosed
Liabilities. Kecy has no Liabilities with respect to the Business, except: (a) those which are adequately reflected or reserved
against in the Balance Sheet as of the Balance Sheet Date; or (b) those which have been incurred in the ordinary course of business
consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.


 


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


 


(a)               event,
occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material
effect upon the Business as determined by reference to the ordinary course of Business of the Company consistent with past practice;


 


(b)              
declaration or payment of any dividends or distributions on or in respect of any of Kecy's capital stock or redemption,
purchase or acquisition of Kecy's capital stock;


 


(c)               
material change in any method of accounting or accounting practice for the Business, except as disclosed in the notes to
the Financial Statements;


 


(d)              
material change in cash management practices and policies, practices and procedures with respect to collection of Accounts
Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control,
prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer
deposits;


 


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


 


(f)               
incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business, except unsecured
current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;


 


(g)              
transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet,
except for the sale of Inventory in the ordinary course of business;


 


(h)              
cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets;


 


(i)                transfer,
assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets
or Intellectual Property Agreements;


 


(j)                
material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered
by insurance;


 


(k)              
acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit;


 


(l)                material
capital expenditures which would constitute an Assumed Liability;




    	22



    	 



    

 


(m)            
  imposition of any Encumbrance upon any of the Purchased Assets;


 


(n)              
(i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation
or benefits in respect of any employees, officers, directors, independent contractors or consultants of the Business, other than
as provided for in any written agreements, required by applicable Law or in the ordinary course of business and consistent with
past practices; (ii) change in the terms of employment for any employee of the Business or any termination of any employees for
which the aggregate costs and expenses exceed Fifty Thousand Dollars ($50,000); or (iii) action to accelerate the vesting or payment
of any compensation or benefit for any employee, officer, director, consultant or independent contractor of the Business;


 


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


 


(p)              
any loan to (or forgiveness of any loan to), or entry into any other transaction with, any director, officer or employee
of the Business;


 


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


 


(r)                purchase,
lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount
in excess of Fifty Thousand Dollars ($50,000) individually (in the case of a lease, per annum) or One Hundred Thousand Dollars
($100,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except
for purchases of Inventory or supplies in the ordinary course of business consistent with past practice;


 


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


 


Section
4.07              Material
Assigned Contracts.


 


(a)               Schedule
4.07(a) lists each of the following Assigned Contracts: (i) by which any of the Purchased Assets are bound or affected; or
(ii) to which Kecy is a party or by which it is bound in connection with the Business or the Purchased Assets (such Assigned Contracts,
together with all Assigned Contracts concerning the occupancy, management or operation of any Real Property (including, without
limitation, brokerage contracts) listed or otherwise disclosed in Schedule 4.10(b)) and all Assigned Contracts relating
to Intellectual Property set forth in Schedule 4.11(b), being “Material Contracts”):


 


    (i)all Assigned Contracts
involving aggregate consideration in excess of One Hundred Thousand Dollars ($100,000) and which, in each case, cannot be cancelled
without penalty or without more than 60 days' notice;


 


    (ii)all Assigned
Contracts that require Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contain
“take or pay” provisions;




    	23



    	 



    

 


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


 


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


 


    (v)all broker, distributor,
dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising
Assigned Contracts;


 


    (vi)all employment
agreements and Assigned Contracts with independent contractors or consultants (or similar arrangements) and which are not cancellable
without material penalty or without more than 90 days' notice;


 


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


 


    (viii)all Assigned
Contracts with any Governmental Authority;


 


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


 


    (x)all joint venture,
partnership or similar Assigned Contracts;


 


    (xi)all Assigned
Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential
or similar right to purchase any of the Purchased Assets;


 


    (xii)all powers of
attorney with respect to the Business or any Purchased Asset; and


 


    (xiii)all other Assigned
Contracts that are material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant to this
Section 4.07.


 


(b)              
Each Material Contract is valid and binding on Kecy in accordance with its terms and is in full force and effect. Neither
Kecy nor, to Kecy's Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default
under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has
occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result
in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any
benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements
thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or, to Kecy’s Knowledge,
threatened under any Assigned Contract included in the Purchased Assets.


 


Section
4.08              Title
to Business Assets.  Seller has good and valid title to all of the Business Assets. All such Business Assets are free and clear
of Encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”):


 


(a)               those
items set forth in Schedule 4.08;




    	24



    	 



    

 


(b)              
liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which there are
adequate accruals or reserves on the Balance Sheet;


 


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


 


(d)              
easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually
or in the aggregate, material to the Business or the Purchased Assets, which do not prohibit or interfere with the current operation
of any Real Property and which do not render title to any Real Property unmarketable; or


 


(e)               other than with respect to Hudson Real Property, liens arising under original purchase price conditional sales contracts
and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are
not, individually or in the aggregate, material to the Business or the Purchased Assets.


 


Section
4.09              Condition
and Sufficiency of Assets. Except as set forth in Schedule 4.09, the buildings, plants, structures, furniture, fixtures,
machinery, equipment, vehicles and other items of tangible personal property included in the Business Assets are structurally sound,
are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings,
plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need
of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Purchased
Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted
prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business, as currently conducted
and consistent with the ordinary course of Business and past practice of Kecy. None of the Excluded Assets are material to the
Business.


 


Section
4.10              Real
Property.


 


(a)               
Kecy does not own fee title to any parcel of real property used in or necessary for the conduct of the Business, as currently
conducted and consistent with the ordinary course of Business and past practice of Kecy.


 


(b)              
Schedule 4.10(b) sets forth each parcel of real property leased by Kecy from Munson and used in or necessary for
the conduct of the Business, as currently conducted and consistent with the ordinary course of Business and past practice of Kecy,
including with respect to each property, the address location and use. Further, Schedule 4.10(b) sets forth each parcel
of real property that was previously leased by Kecy from Munson prior to the Closing, that was used in or necessary for the conduct
of the Business as conducted immediately prior to the Closing and consistent with the ordinary course of Business and past practice
of Kecy, and that was sold, transferred, assigned, and conveyed by Munson to 447 Walnut, LLC immediately prior to the Closing,
including with respect to each property, the address location and use.


 


(c)               
Kecy has not received any written notice of: (i) violations of building codes and/or zoning ordinances or other governmental
or regulatory Laws affecting the Real Property, (ii) existing, pending or threatened condemnation
proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings,
or similar matters which could reasonably be expected to adversely affect the ability to operate the Real Property, as currently
conducted and consistent with the ordinary course of Business and past practice of Kecy. Neither the whole nor any material portion
of any Real Property has been damaged or destroyed by fire or other casualty.


 




    	25



    	 



    




 


(d)              
The Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner
as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business, as conducted immediately
prior to the Closing and consistent with the ordinary course of Business and past practice of Kecy.


 


Section
4.11              Intellectual
Property.


 


(a)               Schedule
4.11(a) lists all: (i) Intellectual Property Registrations; and (ii) Intellectual Property Assets, including software, that
are not registered, but that are material to the operation of the Business. All required filings and fees related to the Intellectual
Property Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars,
and all Intellectual Property Registrations are otherwise in good standing. Kecy has provided Buyer with true and complete copies
of file histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property
Registrations.


 


(b)              
Schedule 4.11(b) lists all Intellectual Property Agreements. Kecy has provided Buyer with true and complete copies
of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder.
Each Intellectual Property Agreement is valid and binding on Kecy in accordance with its terms and is in full force and effect.
Neither Kecy nor, to Kecy's Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach
of or default under), or has provided or received any notice of breach or default of or any intention to terminate, any Intellectual
Property Agreement. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event
of default under any Intellectual Property Agreement or result in a termination thereof or would cause or permit the acceleration
or other changes of any right or obligation or the loss of any benefit thereunder.


 


(c)               
Except as set forth in Schedule 4.11(c), Kecy is the sole and exclusive legal and beneficial, and with respect to
the Intellectual Property Registrations, record, owner of all right, title and interest in and to the Intellectual Property Assets,
and has the valid right to use all other Intellectual Property used in or necessary for the conduct of the Business, as currently
conducted and consistent with the ordinary course of Business and past practice of Kecy, in each case, free and clear of Encumbrances
other than Permitted Encumbrances. Without limiting the generality of the foregoing, Kecy has entered into binding, written agreements
with every current and former employee of Kecy, and with every current and former independent contractor, whereby such employees
and independent contractors: (i) assign to Kecy any ownership interest and right they may have in the Intellectual Property Assets;
and (ii) acknowledge Kecy's exclusive ownership of all Intellectual Property Assets. Kecy has provided Buyer with true and complete
copies of all such agreements.


 


(d)              
The Intellectual Property Assets and Intellectual Property licensed under the Intellectual Property Agreements are all of
the Intellectual Property necessary to operate the Business as presently conducted. The consummation
of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with
respect to, nor require the consent of any other Person in respect of, the Buyer's right to own, use or hold for use any Intellectual
Property as owned, used or held for use in the conduct of the Business, as currently conducted and consistent with the ordinary
course of Business and past practice of Kecy.




    	26



    	 



    




 


(e)               Kecy's
rights in the Intellectual Property Assets are valid, subsisting and enforceable. Kecy has taken all reasonable steps to maintain
the Intellectual Property Assets and to protect and preserve the confidentiality of all trade secrets included in the Intellectual
Property Assets, including requiring all Persons having access thereto to execute written non-disclosure agreements.


 


(f)               
To Kecy’s Knowledge, the conduct of the Business, as currently conducted and consistent with the ordinary course of
Business and past practice of Kecy, and the Intellectual Property Assets and Intellectual Property licensed under the Intellectual
Property Agreements, as currently or formerly owned, licensed or used by Kecy, have not infringed, misappropriated, diluted or
otherwise violated, and have not, do not and will not infringe, dilute, misappropriate or otherwise violate, the Intellectual Property
or other rights of any Person. To Kecy’s Knowledge, no Person has infringed, misappropriated, diluted or otherwise violated,
or is currently infringing, misappropriating, diluting or otherwise violating, any Intellectual Property Assets.


 


(g)              
There are no Actions (including any oppositions, interferences or re-examinations) settled, pending or, to Kecy’s
Knowledge, threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution
or violation of the Intellectual Property of any Person by Kecy in connection with the Business; (ii) challenging the validity,
enforceability, registrability or ownership of any Intellectual Property Assets or Kecy's rights with respect to any Intellectual
Property Assets; or (iii) by Kecy or any other Person alleging any infringement, misappropriation, dilution or violation by any
Person of any Intellectual Property Assets. Kecy is not subject to any outstanding or prospective Governmental Order (including
any motion or petition therefor) that does or would restrict or impair the use of any Intellectual Property Assets.


 


Section
4.12              Inventory.
 All Inventory, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the
ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have
been written off or written down to fair market value or for which adequate reserves have been established. All Inventory is owned
by Kecy free and clear of all Encumbrances, and no Inventory is held on a consignment basis. The quantities of each item of Inventory
(whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of
Kecy.


 


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


 




    	27



    	 



    




 


Section
4.14              Customers
and Suppliers.


 


(a)               Schedule 4.14(a) sets forth with respect to the Business: (i) each customer who has paid aggregate consideration
to Kecy for goods or services rendered in an amount greater than or equal to One Hundred Thousand Dollars ($100,000) for each of
the two most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration
paid by each Material Customer during such periods. Except as set forth in Section 4.14(a), Kecy has not received any notice,
and has no reason to believe, that any of the Material Customers has ceased, or intends to cease after the Closing, to use the
goods or services of the Business or to otherwise terminate or materially reduce its relationship with the Business.


 


(b)              
Schedule 4.14(b) sets forth with respect to the Business: (i) each supplier to whom Kecy has paid consideration for
goods or services rendered in an amount greater than or equal to One Hundred Thousand Dollars ($100,000) for each of the two most
recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material
Supplier during such periods. Except as set forth in Schedule 4.14(b), Kecy has not received any notice, and has no reason
to believe, that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the Business or
to otherwise terminate or materially reduce its relationship with the Business.


 


Section
4.15              Insurance.
Schedule 4.15 sets forth: (a) a true and complete list of all current policies or binders of fire, liability, product liability,
umbrella liability, real and personal property, workers' compensation, vehicular, fiduciary liability and other casualty and property
insurance maintained by Kecy or its Affiliates and relating to the Business, the Purchased Assets or the Assumed Liabilities (collectively,
the “Insurance Policies”); and (b) with respect to the Business, the Purchased
Assets or the Assumed Liabilities, a list of all pending claims and the claims history for Kecy since January 1, 2012. Except as
set forth on Schedule 4.15, there are no claims related to the Business, the Purchased Assets or the Assumed Liabilities
pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there
is an outstanding reservation of rights. Neither Kecy nor any of its Affiliates has received any written notice of cancellation
of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such
Insurance Policies have either been paid or, if not yet due, accrued. All such Insurance Policies: (x) are in full force and effect
and enforceable in accordance with their terms; (y) are provided by carriers who are financially solvent; and (z) have not been
subject to any lapse in coverage. Neither Kecy nor any of its Affiliates is in default under, or has otherwise failed to comply
with, in any material respect, any provision contained in any such Insurance Policy. The Insurance Policies are of the type and
in the amounts customarily carried by Persons conducting a business similar to the Business and are sufficient for compliance with
all applicable Laws and Contracts to which Kecy is a party or by which it is bound. True and complete copies of the Insurance Policies
have been made available to Buyer.


 


             





    	28



    	 



    

 


Section
4.16              Legal
Proceedings; Governmental Orders.


 


(a)               
Except as set forth in Schedule 4.16(a), there are no Actions pending or, to Kecy's Knowledge, threatened against
or by Kecy: (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or
seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Kecy’s Knowledge, no event
has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.


 


(b)              
Except as set forth in Schedule 4.16(b), there are no outstanding Governmental Orders and no unsatisfied judgments,
penalties or awards against, relating to or affecting the Business. Kecy is in compliance with the terms of each Governmental Order
set forth in Schedule 4.16(b). To Kecy’s Knowledge, no event has occurred or circumstances exist that may constitute
or result in (with or without notice or lapse of time) a violation of any such Governmental Order.


 


Section
4.17              Compliance
With Laws; Permits.


 


(a)               
Except as set forth in Schedule 4.17(a) and to Kecy’s Knowledge, Kecy has complied, and is now complying, with
all Laws applicable to the conduct of the Business as currently conducted and with respect to the ownership and use of the Purchased
Assets.


 


(b)              
To Kecy’s Knowledge, all Permits required for Kecy to conduct the Business, as currently conducted and consistent
with the ordinary course of Business and past practice of Kecy, with respect to the ownership and/or use of the Purchased Assets
have been obtained by Kecy and are valid and in full force and effect. To Kecy’s Knowledge, all fees and charges with respect
to such Permits as of the date hereof have been paid in full. Schedule 4.17(b) lists all current Permits issued to Kecy
which are related to the conduct of the Business, as currently conducted and consistent with the ordinary course of Business and
past practice of Kecy, and the ownership and use of the Purchased Assets, including the names of the Permits and their respective
dates of issuance and expiration. To Kecy’s Knowledge, no event has occurred that, with or without notice or lapse of time
or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Schedule
4.17(b).


 


Section
4.18              Environmental
Matters.


 


(a)               
Except as set forth in Schedule 4.18(a) and to Kecy’s Knowledge, the operations of Kecy with respect to the
Business and the Purchased Assets are currently and have been in material compliance with all Environmental Laws. Kecy has not
received from any Person, with respect to the Business or the Purchased Assets, any: (i) Environmental Notice or Environmental
Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved,
or is the source of ongoing obligations or requirements as of the Closing Date.


 


(b)              
Except as set forth in Schedule 4.18(b), Kecy has obtained and is in material compliance with all Environmental Permits
(each of which is disclosed in Schedule 4.18(b)) necessary for the conduct of the Business, as currently conducted and consistent
with the ordinary course of business and past practice of Kecy. With respect to the ownership, lease, operation or use of the Purchased
Assets, all such Environmental Permits are in full force and effect and shall be maintained in full
force and effect by Kecy through the Closing Date in accordance with Environmental Law. Kecy is not aware of any condition, event
or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business, as currently conducted and consistent
with the ordinary course of business and past practice of Kecy, or the ownership, lease, operation or use of the Purchased Assets.
With respect to any such Environmental Permits, Kecy has undertaken, or will commence prior to the Closing Date, all available
measures necessary to facilitate transferability of the same and if and to the extent any Environmental Permits are not transferable
or assignable to Buyer with full force and effectiveness as of the Closing Date, Kecy will promptly update the Disclosure Schedule
with all applicable details therewith. Kecy is not aware of any condition, event or circumstance that might prevent or impede the
transferability of the same, and has not received any Environmental Notice or written communication regarding any material adverse
change in the status or terms and conditions of the same.


 




    	29



    	 



    




 


(c)               Except as set forth in Schedule 4.18(c), Kecy has made and is in material compliance with all environmental filing
and reporting requirements for the storage, use, and disposal of Hazardous Materials necessary for the conduct of the Business,
as currently conducted and consistent with the ordinary course of business and past practice of Kecy. With respect to the ownership,
lease, operation, or use of the Purchased Assets, all such filings and reports have been timely made, are up to date, and shall
be maintained by Kecy through the Closing Date in accordance with Environmental Law. Kecy is not aware of any condition, event,
or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business, as currently conducted and
consistent with the ordinary course of business and past practice of Kecy, or the ownership, lease, operation or use of the Purchased
Assets.


 


(d)              
To Kecy’s Knowledge, none of the Business or the Purchased Assets or any real property currently or formerly owned,
leased or operated by Kecy in connection with the Business is listed on, or has been proposed for listing on, the National Priorities
List (or CERCLIS) under CERCLA, or any similar state list.


 


(e)               Except
as set forth in Schedule 4.18(e) and to Kecy’s Knowledge, there has been no Release of Hazardous Materials in contravention
of Environmental Law with respect to the Business or the Purchased Assets or any real property currently or formerly owned, leased
or operated by Kecy in connection with the Business, and Kecy has not received an Environmental Notice that any of the Business
or the Purchased Assets or real property currently or formerly owned, leased or operated by Kecy in connection with the Business
(including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous
Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or
term of any Environmental Permit by, Kecy.


 


(f)               
To Kecy’s Knowledge, Schedule 4.18(f) contains a complete and accurate list of all active or abandoned aboveground
or underground storage tanks owned or operated by Kecy in connection with the Business or the Purchased Assets.


 


(g)               To
Kecy’s Knowledge, Schedule 4.18(g) contains a complete and accurate list of all off-site Hazardous
Materials treatment, storage, or disposal facilities or locations used by Kecy in connection with the Business or the
Purchased Assets as to which Kecy may retain liability, and Kecy has not received any Environmental Notice regarding
potential liabilities with respect to such off-site Hazardous Materials
treatment, storage, or disposal facilities or locations used by Kecy.


 




    	30



    	 



    




 


(h)              
Kecy has not retained, by contract or, to Kecy’s Knowledge, assumed by operation of Law, any liabilities or obligations
of third parties under Environmental Law.


 


(i)                Except
as set forth in Schedule 4.18(i), Kecy has provided or otherwise made available to Buyer: (i) any and all environmental
reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents
with respect to the Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Kecy
in connection with the Business which are in the possession or control of Kecy related to compliance with Environmental Laws,
Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents
concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or
emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation,
costs of remediation, pollution control equipment and operational changes).


 


(j)                Except
as set forth in Schedule 4.18(j), Kecy is neither aware of nor reasonably anticipates, as of the Closing Date, any condition,
event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent,
impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or
the Purchased Assets as currently conducted and consistent with the ordinary course of Business and past practice of Kecy.


 


(k)              
Kecy owns and controls all Environmental Attributes (a complete and accurate list of which is set forth in Schedule 4.18(k))
and has not entered into any contract or pledge to transfer, lease, license, guarantee, sell, mortgage, pledge or otherwise dispose
of or encumber any Environmental Attributes as of the date hereof. Kecy is not aware of any condition, event or circumstance that
might prevent, impede or materially increase the costs associated with the transfer (if required) to Buyer of any Environmental
Attributes after the Closing Date.


 


Section
4.19              Employee
Benefit Matters.


 


(a)               Schedule
4.19(a) contains a true and complete list of each pension, benefit, retirement, compensation, profit-sharing, deferred compensation,
incentive, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time
off, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case
whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the
meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained,
sponsored, contributed to, or required to be contributed to by Kecy for the benefit of any current or former employee, officer,
director, retiree, independent contractor or consultant of the Business or any spouse or dependent of such individual, or under
which Kecy has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected
to have any Liability, contingent or otherwise (as listed on Schedule 4.19(a), each, a “Benefit Plan”).


 


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




    	31



    	 



    




 


(c)               
Except as set forth in Schedule 4.19(c), each Benefit Plan (other than any multiemployer plan within the meaning
of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in
accordance with its terms and in compliance with all applicable Laws (including ERISA and the Code). Each Benefit Plan that is
intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has
received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can
rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit
Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a)
and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to cause the revocation of such
determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal
Revenue Service, as applicable, nor has such revocation or unavailability been threatened. Nothing has occurred with respect to
any Benefit Plan that has subjected or could reasonably be expected to subject Kecy or, with respect to any period on or after
the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975
of the Code. Except as set forth in Schedule 4.19(c), all benefits, contributions and premiums relating to each Benefit
Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles.


 


(d)              
Neither Kecy nor any of its ERISA Affiliates has: (i) incurred or reasonably expects to incur, either directly or indirectly,
any material Liability under Title I or Title IV of ERISA or related provisions of the Code or foreign Law relating to employee
benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit
Plan; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA.


 


(e)               
With respect to each Benefit Plan: (i) no such plan is a Multiemployer Plan, except as set forth in Schedule 4.19(e),
no such plan is a Multiemployer Plan, and all contributions required to be paid by Kecy or its ERISA Affiliates have been timely
paid to the applicable Multiemployer Plan; (ii) no such plan is a “multiple employer plan” within the meaning of Section
413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action
has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such
plan; (iv) no such plan is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code,/ except
as set forth in Schedule 4.19(e), no such plan is subject to the minimum funding standards of Section 302 of ERISA or Section
412 of the Code, and no plan listed in Section 4.19(e) has failed to satisfy the minimum funding standards of Section 302
of ERISA or Section 412 of the Code; and (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred
with respect to any such plan.




    	32



    	 



    




 


(f)               
Except as set forth in Schedule 4.19(f) and other than as required under Section 601 et. seq. of ERISA or other applicable
Law, no Benefit Plan or other arrangement provides post-termination or retiree welfare benefits to any individual for any reason.


 


(g)              
Except as set forth in Schedule 4.19(g), there is no pending or, to Kecy's Knowledge, threatened Action relating
to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof
been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under, or is
a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority.


 


(h)              
There has been no amendment to, announcement by Kecy or any of its Affiliates relating to, or change in employee participation
or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such
plan above the level of the expense incurred for the most recently completed fiscal year with respect to any director, officer,
employee, consultant or independent contractor of the Business, as applicable. Neither Kecy nor any of its Affiliates has any commitment
or obligation or has made any representations to any director, officer, employee, consultant or independent contractor of the Business,
whether or not legally binding, to adopt, amend or modify any Benefit Plan or any collective bargaining agreement.


 


(i)                Each
Benefit Plan that is subject to Section 409A of the Code has been operated in compliance with such section and all applicable
regulatory guidance (including, notices, rulings and proposed and final regulations).


 


(j)                Except
as set forth in Schedule 4.19(j), neither the execution of this Agreement nor any of the transactions contemplated by this
Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former
director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment; (ii)
accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) increase
the amount payable under or result in any other material obligation pursuant to any Benefit Plan; or (iv) result in “excess
parachute payments” within the meaning of Section 280G(b) of the Code.


 


Section
4.20              Employment
Matters.


 


(a)               
Schedule 4.20(a) contains a list of all persons who are employees, independent contractors or consultants of the
Business as of the date hereof, and sets forth for each such individual the following: (i) name; (ii) title or position (including
whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based
compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except
as set forth in Schedule 4.20(a), as of the date hereof, all compensation, including wages, commissions and bonuses payable
to employees, independent contractors or consultants of the Business for services performed on or prior to the date hereof have
been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation,
commissions or bonuses.


 




    	33



    	 



    




 


(b)              
Except as set forth in Schedule 4.20(b), Kecy is not, and has not been for the past three years, a party to, bound
by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively,
“Union”), and there is not, and has not been for the past three years, any Union representing or purporting
to represent any employee of Kecy, and no Union or group of employees is seeking or has sought to organize employees for the purpose
of collective bargaining. Except as set forth in Schedule 4.20(b), there has never been, nor has there been any threat of,
any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting
Kecy or any employees of the Business.


 


(c)               Kecy
is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Schedule
4.20(b) and all applicable Laws pertaining to employment and employment practices to the extent they relate to employees of
the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment
discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime
compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy,
health and safety, workers' compensation, leaves of absence and unemployment insurance. All individuals characterized and treated
by Kecy as consultants or independent contractors of the Business are properly treated as independent contractors under all applicable
Laws. All employees of the Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour
laws are properly classified. Except as set forth in Schedule 4.20(c), there are no Actions against Kecy pending, or to
the Kecy's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with
the employment of any current or former applicant, employee, consultant or independent contractor of the Business, including,
without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay,
wages and hours or any other employment related matter arising under applicable Laws.


 


(d)              
Seller has complied with the WARN Act.


 


Section
4.21              Taxes.
 Except as set forth in Schedule 4.21:


 


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


 


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


 




    	34



    	 



    

 


(c)               
No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Kecy.


 


(d)              
To Kecy’s Knowledge, all deficiencies asserted, or assessments made, against Kecy as a result of any examinations
by any taxing authority have been fully paid.


 


(e)               
Kecy is not a party to any Action by any taxing authority. To Kecy’s Knowledge, there are no pending or threatened
Actions by any taxing authority.


 


(f)               
There are no Encumbrances for Taxes upon any of the Purchased Assets nor, to Kecy’s Knowledge, is any taxing authority
in the process of imposing any Encumbrances for Taxes on any of the Purchased Assets (other than for current Taxes not yet due
and payable).


 


(g)              
Kecy is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.


 


(h)              
Kecy is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of
Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b).


 


(i)                
None of the Purchased Assets is property that Kecy is required to treat as being owned by any other person pursuant to the
so-called “safe harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended.


 


(j)                
None of the Purchased Assets is tax-exempt use property within the meaning of Section 168(h) of the Code.


 


Section
4.22              Brokers.
Except as set forth in Schedule 4.22, no broker, finder or investment banker is entitled to any brokerage, finder's or other
fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon
arrangements made by or on behalf of Kecy.


 


Section
4.23                No
Knowledge of Breaches. Kecy has no actual knowledge of any breach of any representation, warranty or covenant contained in
this Agreement.


 


Section
4.24               Product
Liability. To Kecy’s Knowledge, no product manufactured, sold, leased or delivered by Kecy is subject to any material
guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale or lease. Kecy has furnished
Buyer with copies of the standard terms and conditions of sale used by Kecy. To Kecy’s Knowledge, Kecy has no liability for
any design defect, product failure or other material product liability claim arising from or related to any of Kecy’s products.


 


Section
4.25                Certain
Interests. No stockholder, officer or director of Kecy and no relative or spouse (or relative of such spouse) who resides with,
or is a dependent of, any such stockholder, officer or director:


 


(a)                has
any direct or indirect financial interest in any competitor, supplier or customer of the Business; provided,
however, that the ownership of securities representing no more than five percent (5%) of the outstanding voting power of
any competitor, supplier or customer and that are also listed on any national securities exchange, shall not be deemed to be
a “financial interest” so long as the Person owning
such securities has no other connection or relationship with such competitor, supplier or customer;


 




    	35



    	 



    




 


(b)              
owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property that
Kecy uses or has used in the conduct of the Business; or


 


(c)               
has outstanding any Indebtedness to Kecy.


 


Section 4.26             Certain
Business Practices. Neither Kecy nor any of its directors, officers, agents, representatives or employees (in their capacity
as directors, officers, agents, representatives or employees) has: (a) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity in respect of the Business; (b) directly or indirectly, paid or delivered
any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, or other party acting
on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any other country,
which is in any manner illegal under any Law of the United States or any other country having jurisdiction; or (c) made any payment
to any customer or supplier of Kecy or any officer, director, partner, employee or agent of any such customer or officer, director,
partner, employee or agent for the unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful
consideration to any such customer or supplier or any such officer, director, partner, employee or agent, in respect of the Business.


 


Section
4.27              Full
Disclosure. Kecy is not aware of any facts pertaining to Kecy or the Business which affect adversely the Business or which
are likely in the future to affect adversely the Business and which have not been disclosed in this Agreement, the Disclosure Schedule,
the Financial Statements or otherwise disclosed to the Purchaser by Kecy in writing. No representation or warranty by Kecy in this
Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished
or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material
fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.


 


Article
V

Representations and warranties of munson


 


Except as set forth
in the Disclosure Schedules, Munson represents and warrants to Buyer that the statements contained in this Article V are
true and correct as of the date hereof.


 


Section
5.01              Organization
and Qualification of Munson. Munson is a limited liability company duly organized, validly existing and in full force and effect
under the Laws of the State of Michigan and has full company power and authority to own, operate or lease the properties and assets
now owned, operated or leased by it. Schedule 5.01 sets forth each jurisdiction in which Munson is licensed or qualified
to do business, and Munson is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the
Hudson Real Property is located.


 


Section
5.02              Authority
of Munson. Munson has full company power and authority to enter into this Agreement and the other Transaction Documents to
which Munson is a party, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Munson of this Agreement
and any other Transaction Document to which Munson is a party, the performance by Munson of its obligations hereunder and thereunder
and the consummation by Munson of the transactions contemplated hereby and thereby have been duly authorized by all requisite company
action on the part of Munson. This Agreement has been duly executed and delivered by Munson, and (assuming due authorization, execution
and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of Munson enforceable
against Munson in accordance with its terms. When each other Transaction Document to which Munson is or will be a party has been
duly executed and delivered by Munson (assuming due authorization, execution and delivery by each other party thereto), such Transaction
Document will constitute a legal and binding obligation of Munson enforceable against it in accordance with its terms.


 




    	36



    	 



    




 


Section
5.03              No
Conflicts; Consents. The execution, delivery and performance by Munson of this Agreement and the other Transaction Documents
to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict
with or result in a violation or breach of, or default under, any provision of the certificate of organization, operating agreement
or other organizational documents of Munson; (b) conflict with or result in a violation or breach of any provision of any Law or
Governmental Order applicable to Munson or the Hudson Real Property; (c) except as set forth in Schedule 5.03, require the
consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or
an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of
or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Munson is a party or
by which Munson is bound or to which any of the Hudson Real Property is subject; or (d) result in the creation or imposition of
any Encumbrance other than Permitted Encumbrances on the Hudson Real Property. No consent, approval, Permit, Governmental Order,
declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Munson in connection with
the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby.


 


Section
5.04              Real
Property.


 


(a)               Schedule
5.04(a) sets forth each parcel of real property owned by Munson and used in or necessary for the conduct of the Business,
as currently conducted and consistent with the ordinary course of Business and past practice of Kecy (the “Hudson Real
Property”), including with respect to each such parcel of real property, the address location and use. With respect
to each parcel of the Hudson Real Property:


 


    (i)Munson has good
and marketable fee simple title, free and clear of all Encumbrances, except: (A) Permitted Encumbrances; and (B) those Encumbrances
set forth on Schedule 5.04(a)(i);


 


    (ii)except as set
forth on Schedule 5.04(a)(ii), Munson has not leased or otherwise granted to any Person the right to use or occupy the Hudson
Real Property or any portion thereof; and


 


    (iii)there are no
unrecorded outstanding options, rights of first offer or rights of first refusal to purchase the Hudson Real Property or any portion
thereof or interest therein.


 




    	37



    	 



    

 


(b)              
Munson has not received any written notice of: (i) violations of building codes and/or zoning ordinances or other governmental
or regulatory Laws affecting the Hudson Real Property; (ii) existing, pending or threatened condemnation proceedings affecting
the Hudson Real Property; or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar
matters which could reasonably be expected to adversely affect the ability to own and/or use the Hudson Real Property as it is
currently owned and used.


 


Section
5.05              Legal
Proceedings; Governmental Orders.


 


(a)               Except
as set forth in Schedule 5.05(a), there are no Actions pending or, to Munson's Knowledge, threatened against or by Munson:
(a) relating to or affecting the Hudson Real Property; or (b) that challenge or seek to prevent, enjoin or otherwise delay the
transactions contemplated by this Agreement. To Munson’s Knowledge, no event has occurred or circumstances exist that may
give rise to, or serve as a basis for, any such Action.


 


(b)              
Except as set forth in Schedule 5.05(b) and to Munson’s Knowledge, there are no outstanding Governmental Orders
and no unsatisfied judgments, penalties or awards against, relating to or affecting the Hudson Real Property. Munson is in compliance
with the terms of each Governmental Order set forth in Schedule 5.05(b). To Munson’s Knowledge, no event has occurred
or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental
Order.


 


Section
5.06              Environmental
Matters. 


 


(a)               
Except as set forth in Schedule 5.06(a) and to Munson’s Knowledge, Munson’s ownership of the Hudson Real
Property is currently and has been in material compliance with all Environmental Laws. Munson has not received from any Person,
with respect to the Hudson Real Property, any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information
pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations
or requirements as of the Closing Date.


 


(b)              
Munson is not aware of and does not possess any Environmental Permit necessary to own the Hudson Real Property.


 


(c)               
To Munson’s Knowledge, none of the Hudson Real Property is listed on, or has been proposed for listing on, the National
Priorities List (or CERCLIS) under CERCLA, or any similar state list.


 


(d)              
Except as set forth in Schedule 5.06(d) and to Munson’s Knowledge, there has been no Release of Hazardous Materials
in contravention of Environmental Law with respect to the Hudson Real Property, and Munson has not received an Environmental Notice
that any of the Hudson Real Property has been contaminated with any Hazardous Material which could reasonably be expected to result
in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Munson.


 


(e)               
To Munson’s Knowledge, Schedule 5.06(e) contains a complete and accurate list of all active or abandoned aboveground
or underground storage tanks owned or operated by Munson on the Hudson Real Property.


(f)               
Except as set forth in Schedule 5.06(f), Munson has provided or otherwise made available to Buyer: (i) any and all
environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic
models and other similar documents with respect to the Hudson Real Property which are in the possession or control of Munson related
to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and
(ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or
otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental
Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).


 




    	38



    	 



    




 


(g)              
Munson is neither aware of nor reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning
the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the
costs associated with the ownership of the Hudson Real Property.


 


Section
5.07              Brokers.
 Except as set forth in Schedule 5.07, no broker, finder or investment banker is entitled to any brokerage, finder's
or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document
based upon arrangements made by or on behalf of Munson.





 


Section
5.08              No
Knowledge of Breaches. Munson has no actual knowledge of any breach of any representation, warranty or covenant contained in
this Agreement.


 


Section
5.09              Full
Disclosure. Munson is not aware of any facts pertaining to Munson or the Hudson Real Property which affect adversely the Hudson
Real Property or which are likely in the future to affect adversely the Hudson Real Property and which have not been disclosed
in this Agreement, the Disclosure Schedules or otherwise disclosed to Buyer by Munson in writing. No representation or warranty
by Munson in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other
document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they
are made, not misleading.


 


Article
VI

Representations and warranties of buyer


 


Except as set forth
in the Disclosure Schedules, Buyer represents and warrants to Sellers that the statements contained in this Article VI are
true and correct as of the date hereof.


 


Section
6.01              Organization
of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of its formation
or incorporation.


 


Section
6.02              Authority
of Buyer. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to
which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party,
the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated
hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly
executed and delivered by Buyer, and (assuming due authorization, execution
and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and
delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document
will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.


 




    	39



    	 



    




 


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


 


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


 


Section
6.05              Sufficiency
of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of
the Purchase Price and consummate the transactions contemplated by this Agreement.


 


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


 


Article
VII

Covenants


 


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


 




    	40



    	 



    

(a)               
preserve and maintain all Permits required for the conduct of the Business, as currently conducted and consistent with the
ordinary course of Business and past practice of the Company, and the ownership and use of the Business Assets;


 


(b)              
pay the debts, Taxes and other obligations of the Business when due;


 


(c)               continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable;


 


(d)              
maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this
Agreement, subject to reasonable wear and tear;


 


(e)               continue
in full force and effect without modification all Insurance Policies, except as required by applicable Law;


 


(f)               
defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation;


 


(g)              
perform all of its obligations under all Assigned Contracts;


 


(h)              
maintain the Books and Records in accordance with past practice;


 


(i)                comply
in all material respects with all Laws applicable to the conduct of the Business and the ownership and use of the Purchased Assets;
and


 


(j)                not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06
to occur.


 


Section
7.02              Access
to Information. From the date hereof until the Closing, Sellers shall: (a) afford Buyer and its Representatives full and free
access to and the right to inspect all of the Real Property, properties, assets, premises, Books and Records, Contracts and other
documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other
data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the
Representatives of Sellers to cooperate with Buyer in its investigation of the Business. Without limiting the foregoing, Sellers
shall permit Buyer and its Representatives to conduct environmental due diligence of the Real Property, including the collecting
and analysis of samples of solid waste, Hazardous Materials, indoor or outdoor air, surface water, groundwater or surface or subsurface
land on, at, in, under or from the Real Property. Any investigation pursuant to this Section 7.02 shall be conducted in
such manner as not to interfere unreasonably with the conduct of the Business or any other businesses of Sellers. No investigation
by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement
given or made by Sellers in this Agreement.


 


Section
7.03              No
Solicitation of Other Bids. 


 


(a)               
Until at least June 1, 2014, Sellers shall not, and shall not authorize or permit any of its Affiliates or any of its or
their Representatives to, directly or indirectly,: (i) encourage, solicit, initiate, facilitate or continue inquiries regarding
an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning
a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an
Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its
and their Representatives to immediately cease and cause to be terminated, all existing
discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal.
For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than
Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or
any portion of the Business or the Purchased Assets.


 




    	41



    	 



    




 


(b)              
In addition to the other obligations under this Section 7.03, Sellers shall promptly (and in any event within three
Business Days after receipt thereof by Sellers or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal,
any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably
be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry,
and the identity of the Person making the same if such Acquisition Proposal or inquiry is received prior to June 1, 2014.


 


(c)               Sellers
agree that the rights and remedies for noncompliance with this Section 7.03 shall include having such provision specifically
enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall
cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.


 


Section
7.04              Notice
of Certain Events.


 


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


 


    (i)                
any fact, circumstance, event or action the existence, occurrence or taking of which: (A) has had, or could reasonably be
expected to have, individually or in the aggregate, a material effect upon the Business in the ordinary course consistent with
past practice, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by a Seller
hereunder not being true and correct; or (C) has resulted in, or could reasonably be expected to result in, the failure of any
of the conditions set forth in Section 8.02 to be satisfied;


 


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


 


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


 


    (iv)            
any Actions commenced or, to Sellers' Knowledge, threatened against, relating to or involving or otherwise affecting the
Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required
to have been disclosed pursuant to Section 4.16 or that relates to the consummation of the transactions contemplated by
this Agreement.


 


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


              





    	42



    	 



    

 


Section
7.05              Employees
and Employee Benefits.


 





(a)               As
of the Closing, Kecy shall technically terminate all employees of the Business who then actively work for Kecy. Such technical
termination of such employees does not require Kecy to provide or issue any WARN Act notices. Under the WARN Act, any person who
is an employee of Kecy as of the Closing shall be considered an employee of Buyer immediately after the Closing. It is Buyer’s
intention to offer employment, on an “at will” basis, to all or substantially all of such employees. Kecy shall bear
any and all obligations and liabilities under the WARN Act, if any, regarding such employees prior to the Closing, and Buyer shall
bear any and all obligations and liabilities under the WARN Act, if any, regarding such employees after the Closing, including,
without limitation, obligations and liabilities resulting from any employment losses occurring after the Closing.


 


(b)              
Kecy shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts
payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including,
without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance
pay for any period relating to the service with Kecy at any time on or prior to the Closing Date and Kecy shall pay all such amounts
to all entitled persons on or prior to the Closing Date.


 


(c)               Kecy
shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health, accident or disability
benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants
of the Business or the spouses, dependents or beneficiaries thereof, so long as such claims relate to events occurring on or prior
to the Closing Date and such employees, officers, directors, independent contractors or consultants is eligible under the applicable
benefit plan. Kecy also shall remain solely responsible for all worker's compensation claims of any current or former employees,
officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the
Closing Date. Kecy shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due.


 


(d)              
Effective as soon as practicable following the Closing Date, Kecy, or any applicable Affiliate, shall effect a transfer
of assets and liabilities from the defined contribution retirement plan that it maintains, to the defined contribution retirement
plan maintained by Buyer, with respect to those employees of the Business who become employed by Buyer, or an Affiliate of Buyer,
in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy
Section 414(l) of the Code.


 


(e)               Each
employee of the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for the
purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement
plan for his or her period of service with Kecy prior to the Closing Date; provided, however, that: (i) such credit shall
be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service
crediting shall be permitted and consistent with Buyer's defined contribution retirement plan.


 


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


 




    	43



    	 



    




 


Section
7.07              Non-competition;
Non-solicitation.


 


(a)               For
a period of three (3) years commencing on the Closing Date (the “Restricted Period”), David Zerbey and Raymond
Cox (the “Principals”) shall not, and shall not permit any of their Affiliates to, directly or indirectly,:
(i) engage in or assist others in engaging in the Restricted Business in direct competition with the Buyer in the Territory; (ii)
have an interest in any Person that engages directly or indirectly in the Restricted Business in direct competition with the Buyer
in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant;
or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business
(including any existing or former client or customer of Kecy and any Person that becomes a client or customer of the Business
after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any
such actual or prospective relationship. Notwithstanding the foregoing, each of the Principals may own, directly or indirectly,
solely as an investment, securities of any Person traded on any national securities exchange if such Principal is not a controlling
Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class
of securities of such Person. Buyer recognizes that the Principals are in the business of buying and selling manufacturing equipment.
Accordingly, and notwithstanding anything in this Agreement to the contrary, the Principals shall be permitted to buy and sell
manufacturing equipment and operations during the Restricted Period so long as such activities do not compete directly with the
Business as operated on the Closing Date, and such activities shall not be deemed in direct competition with Buyer or to be a
Restricted Business hereunder.


 


(b)              
During the Restricted Period, each Principal shall not, and shall not permit any of their Affiliates to, directly or indirectly,
hire or solicit any person who is offered employment by Buyer within 30 days of the Closing pursuant to Section 7.05(a)
or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or
hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically
to any such employee; provided, that nothing in this Section 7.07(b) shall prevent each Principal or any of their
Affiliates from hiring: (i) any employee whose employment has been terminated by Buyer; or (ii) after 180 days from the date of
termination of employment, any employee whose employment has been terminated by the employee.


 


(c)               Each
Principal acknowledges that a breach or threatened breach of this Section 7.07 would give rise to irreparable harm to Buyer,
for which monetary damages would not be an adequate remedy, and hereby agrees that
in the event of a breach or a threatened breach by each Principal of any such obligations, Buyer shall, in addition to any and
all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including
a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent
jurisdiction (without any requirement to post bond).


 




    	44



    	 



    




 


(d)              
Each Principal acknowledges that the restrictions contained in this Section 7.07 are reasonable and necessary to
protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate
the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.07 should ever
be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction,
then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction
to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in
this Section 7.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability
of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions
hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant
or provision in any other jurisdiction.


 


Section
7.08              Governmental
Approvals and Consents.


 


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


 


(b)              
Sellers and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties
that are described in Schedule 4.03.


 


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


 


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


 


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


 


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


 




    	45



    	 



    

 


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


 


(e)               Notwithstanding
the foregoing, nothing in this Section 7.08 shall require, or be construed to require, Buyer or any of its Affiliates to
agree to: (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests
of Buyer or any of its Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such
assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or
materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement
and the other Transaction Documents; or (iii) any material modification or waiver of the terms and conditions of this Agreement.


 


Section
7.09              Books
and Records.


 


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


 


    (i)retain the Books
and Records (including personnel files) relating to periods prior to the Closing in a manner reasonably consistent with the prior
practices of Sellers; and


 


    (ii)upon reasonable
notice, afford the Sellers' Representatives reasonable access (including the right to make, at Sellers' expense, photocopies),
during normal business hours, to such Books and Records.


 


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


 


    (i)retain the books
and records (including personnel files) of Kecy which are retained by Kecy and relate to the Business and its operations for periods
prior to the Closing; and


 


    (ii)upon reasonable
notice, afford the Buyer's Representatives reasonable access (including the right to make, at Buyer's expense, photocopies), during
normal business hours, to such books and records.


 




    	46



    	 



    

 


(c)               
Neither Buyer nor Sellers shall be obligated to provide the other party with access to any books or records (including personnel
files) pursuant to this Section 7.09 where such access would violate any Law.


 


Section
7.10              Closing
Conditions.  From the date hereof until the Closing, each party hereto shall use reasonable best efforts to take such actions
as are necessary to expeditiously satisfy the closing conditions set forth in Article VIII hereof.


 


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


 


Section
7.12              Bulk
Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any
jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being
understood that any Liabilities arising out of the failure of Kecy to comply with the requirements and provisions of any bulk sales,
bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as
Excluded Liabilities.


 


Section
7.13              Receivables.
 From and after the Closing, if Kecy or any of its Affiliates receives or collects any funds relating to any Accounts Receivable
or any other Purchased Asset, Kecy or its Affiliate shall remit such funds to Buyer within five Business Days after its receipt
thereof. From and after the Closing, if Buyer or its Affiliate receives or collects any funds relating to any Excluded Asset, Buyer
or its Affiliate shall remit any such funds to Kecy within five Business Days after its receipt thereof.


 


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


 


Section
7.15              Tax
Clearance Certificates. If requested by Buyer, Kecy shall notify all of the taxing authorities in the jurisdictions that impose
Taxes on Kecy or where Kecy has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner
required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate
(a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Kecy.
If any taxing authority asserts that Kecy is liable for any Tax, Kecy shall promptly pay any and all such amounts and shall provide
evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.


 


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


 




    	47



    	 



    




 


Section
7.17              Environmental.
Prior to the Closing, Kecy shall be responsible for closing and shutting down the Foam Line Operation located at the Wauseon Real
Property. For the purposes of this Agreement, the “Foam Line Operation” is defined as the operations conducted by Kecy
in the Urethane Parts Manufacturing Building to manufacture rigid urethane foam parts, and all handling of equipment, raw materials,
products, and waste materials relating to same, wherever undertaken. If Buyer so requests in writing prior to the Closing, Kecy
shall remove from the Wauseon Real Property any equipment or materials associated with the Foam Line Operation that Buyer does
not want to take ownership of or control over, which removal shall occur as soon as possible after the Closing. Kecy further agrees
to clean and decontaminate as soon as possible, whether before and/or after the Closing, the Urethane Parts Manufacturing Building
housing the Foam Line Operation, including, without limitation, floors and other areas where spills or releases of Hazardous Materials
have or may have occurred.  Kecy shall be solely responsible for properly managing all wastes materials and residuals generated
from the cleaning of the Urethane Parts Manufacturing Building housing the Foam Line Operation in accordance with all applicable
Environmental Laws, including, without limitation, properly storing, preparing manifests using Kecy’s hazardous waste generator
identification number, transporting, and disposing of such materials and residuals as hazardous waste.  Buyer shall have no
responsibility for any such removed equipment or materials, any cleaning wastes or residuals generated by Kecy (including, without
limitation, off-site disposal liability), or any other damages or liability arising from the completion of the tasks set forth
in this Section 7.17 regardless of when such equipment or materials are removed or tasks completed.


 


Article
VIII 


Conditions
to closing


 


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


 


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


 


(b)               Sellers
shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section
4.03 and Section 5.03, and Buyer shall have received all consents, authorizations, orders and approvals from the
Governmental Authorities referred to in Section 6.03, in each case, in form and substance reasonably satisfactory to
Buyer and Sellers, and no such consent, authorization, order and approval shall have been revoked.


 


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


 




    	48



    	 



    

 


(a)               Other
than the representations and warranties of Kecy contained in Section 4.01, Section 4.02, and Section 4.22,
the representations and warranties of Kecy contained in this Agreement, the other Transaction Documents and any certificate or
other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty
not qualified by materiality) or in all material respects (in the case of any representation or warranty qualified by materiality)
on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except
those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined
as of that specified date in all respects). The representations and warranties of Kecy contained in Section 4.01, Section
4.02, and Section 4.22 shall be true and correct in all respects on and as of the date hereof and on and as of the
Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address
matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).


 


(b)              
Other than the representations and warranties of Munson contained in Section 5.01, Section 5.02, and Section
5.07, the representations and warranties of Munson contained in this Agreement, the other Transaction Documents and any certificate
or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty
not qualified by materiality) or in all material respects (in the case of any representation or warranty qualified by materiality)
on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except
those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined
as of that specified date in all respects). The representations and warranties of Munson contained in Section 5.01, Section
5.02, and Section 5.07 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing
Date with the same effect as though made at and as of such date (except those representations and warranties that address matters
only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).


 


(c)               
Kecy shall have duly performed and complied in all material respects with all agreements, covenants and conditions required
by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing
Date.


 


(d)              
Munson shall have duly performed and complied in all material respects with all agreements, covenants and conditions required
by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing
Date.


 


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


 


(f)               
All approvals, consents and waivers that are listed on Schedule 4.03 and Schedule 5.03 shall have been received,
and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing.


 


(g)              
From the date of this Agreement, there shall not have occurred any event which is material to the Business, as determined
by reference to the ordinary course of Business consistent with past practice since the date of the Interim Financial Statements,
nor shall any event or events have occurred that, individually
or in the aggregate, with or without the lapse of time, could reasonably be expected to result in any such material event.


 




    	49



    	 



    




 


(h)              
Sellers shall have delivered to Buyer duly executed counterparts to the Transaction Documents (other than this Agreement)
and such other documents and deliveries set forth in Section 3.02(a).


 


(i)                Buyer
shall have received all Permits that are necessary for it to conduct the Business as conducted by Kecy as of the Closing Date.


 


(j)                Buyer
shall have received an owner's title insurance policy with respect to the Hudson Real Property (the cost and expense of which
shall be shared equally between Buyer and Munson), issued by a nationally recognized title insurance company acceptable to Buyer,
written as of the Closing Date, insuring Buyer in such amounts and together with such endorsements, and otherwise in such form,
as Munson and Buyer shall mutually agree upon. Such title insurance policy shall insure fee simple title to each Hudson Real Property,
free and clear of all Encumbrances other than Permitted Encumbrances and those listed on Schedule 5.04(a)(i). Buyer shall
have received (at Buyer’s sole cost and expense) an appropriately certified ALTA/ACSM Land Title Survey showing no Encumbrances
other than the Permitted Encumbrances and those listed on Schedule 5.04(a)(i), and otherwise in form and substance satisfactory
to Buyer, for each of the Owned Real Properties.


 


(k)              
All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and
Sellers shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion, of the release of
such Encumbrances.


 


(l)                Buyer
shall have received: (i) a certificate, dated the Closing Date and signed by a duly authorized officer of Kecy, that each of the
conditions set forth in Schedule 8.02(a) and Schedule 8.02(c) have been satisfied; and (ii) a certificate, dated
the Closing Date and signed by a duly authorized manager or member of Munson, that each of the conditions set forth in Section
8.02(b) and Section 8.02(c) have been satisfied (collectively, the “Sellers’ Closing Certificates”).


 


(m)            
 Buyer shall have received: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Kecy
certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Kecy authorizing
the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted
in connection with the transactions contemplated hereby and thereby; and (ii) a certificate of the manager or an authorized member
of Munson certifying that attached thereto are true and complete copies of all resolutions adopted by the members of Munson, authorizing
the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted
in connection with the transactions contemplated hereby and thereby


 


(n)              
Buyer shall have received: (i) a certificate of an officer of Kecy certifying the names and signatures of the officers of
Kecy authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder;
and (ii) a certificate of the manager or an authorized member of Munson certifying the names and signatures of the manager and members of
Munson authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.


 




    	50



    	 



    




 


(o)              
Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the “FIRPTA Certificate”)
that Munson is not a foreign person within the meaning of Section 1445 of the Code duly executed by Munson.


 


(p)              
Buyer shall have received from a legal opinion from Kecy’s attorney, addressed to Buyer and dated as of the Closing,
in a form satisfactory to Buyer.


 


(q)              
Buyer shall have completed all its business, legal, accounting and environmental due diligence with respect to the Business
and shall, in its sole judgment, be satisfied with the results thereof.


 


(r)                The
board of directors of Buyer has consented to the transactions contemplated under this Agreement and the other Transaction Documents.


 


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


 


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


 


(a)               Other
than the representations and warranties of Buyer contained in Schedule 6.01, Schedule 6.02, and Schedule 6.04, the
representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other
writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified
by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) on and
as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those
representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as
of that specified date in all respects). The representations and warranties of Buyer contained in Schedule 6.01, Schedule 6.02,
and Schedule 6.04, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing
Date with the same effect as though made at and as of such date.


 


(b)              
Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required
by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing
Date.


 


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


 


(d)               All
approvals, consents and waivers that are listed on Schedule 4.03 and Schedule 5.03 shall have been received,
and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing.


 


(e)               Buyer
shall have delivered to Sellers duly executed counterparts to the Transaction Documents (other than this Agreement) and such other
documents and deliveries set forth in Section 3.02(b).


 




    	51



    	 



    

 


(f)               
Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that
each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied (the “Buyer
Closing Certificate”).


 


(g)               Sellers
shall have received a certificate of an officer of Buyer certifying that attached thereto are true and complete copies of
all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this
Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and
that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the
transactions contemplated hereby and thereby.


 


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


 


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


 


Article
IX

Indemnification


 


Section 9.01General
Indemnification.


 


(a)               Subject
to Section 9.03 hereof, from and after the Closing, Kecy hereby agrees to indemnify, defend and hold harmless Buyer, its
Affiliates, and each of their respective directors, officers, employees, agents and shareholders (collectively, the “Kecy
Indemnitees”) from and against any and all Losses arising out of, based upon or resulting from: (i) any breach of any
representation or warranty made by Kecy herein or in any of the Transaction Documents; (ii) any breach or default in the performance
by Kecy of any covenant or agreement contained herein or in any of the Transaction Documents; (iii) any Excluded Asset or any Excluded
Liability or any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or
obligations of Kecy or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising
on or prior to the Closing Date; and/or (iv) any Environmental Claim arising under RCRA or CERCLA and relating to Kecy’s
operation of the Foam Line Operation prior to the Closing Date, including, without limitation, any off-site disposal of waste material
generated from the Foam Line Operation. Kecy’s indemnification obligations under this Article IX
shall first be satisfied out of the Escrow Funds pursuant to Section 2.10 herein and, thereafter, Buyer Indemnitees may
seek indemnification to the extent permitted in this Article IX against Kecy.


 


(b)              Subject to Section 9.04
hereof, from and after the Closing, Munson hereby agrees to indemnify, defend and hold harmless Buyer, its Affiliates, and each
of their respective directors, officers, employees, agents and shareholders (collectively, the “Munson Indemnitees”)
from and against any and all Losses arising out of, based upon or resulting from: (i) any breach of any representation or warranty
made by Munson herein or in any of the Transaction Documents; (ii) any breach or default in the performance by Munson of any covenant
or agreement contained herein or in any of the Transaction Documents; and/or (iii) any Environmental Claim arising under RCRA
or CERCLA and relating to Kecy’s operation of the Foam Line Operation prior to the Closing Date, including, without limitation,
any off-site disposal of waste material generated from the Foam Line Operation.


 




    	52



    	 



    




(c)              From and after the Closing,
Buyer hereby agrees to indemnify, defend and hold harmless Sellers, their respective Affiliates, and each of their respective directors,
officers, employees, agents and shareholders (collectively, the “Seller Indemnitees”) from and against any and
all Losses arising out of, based upon or resulting from: (i) any breach of any representation or warranty made by Buyer herein;
(ii) any breach or default in the performance by Buyer of any covenant or agreement herein; (iii) ownership of the Purchased Assets
after the Closing; (iv) the performance, a breach, a default, or other actions regarding the Assigned Contracts after the Closing;
(v) the Assumed Liabilities; and/or (vii) the conduct or operation of the Company’s business from and after the Closing Date.


 


(d)              In the event that a Person entitled
to indemnification under this Article IX (the “Indemnified Party”) shall incur or suffer any Losses in
respect of which indemnification may be sought under this Article IX against the Person required to provide indemnification
under this Article IX (the “Indemnifying Party”), the Indemnified Party must assert a claim for indemnification
within the Survival Period by a written notice which contains reasonably sufficient detail and information of the Losses as then
known (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such Losses. The Notice
of Loss must be provided to the Indemnifying Party as soon as practicable, but in no event later than ninety (90) calendar days
after the Indemnified Party acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any
failure to provide the Indemnifying Party with a Notice of Loss in such a timely manner shall not relieve the Indemnifying Party
from any liability that it may have to the Indemnified Party under this Section 9.01 except to the extent that the Indemnifying
Party’s ability to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such Notice
of Loss in such a timely manner. If the Notice of Loss relates to a Third Party Claim, then the procedures set forth in Sections
9.01(e), (f) and (g) shall be applicable.


 


(e)               Within
thirty (30) days after receipt by an Indemnified Party of notice of the assertion of any claim or the commencement of
any Action by a third Person (“Third Party Claim”) in respect of which the Indemnified Party will seek
indemnification hereunder, the Indemnified Party shall so notify in writing the Indemnifying Party, but any failure to so
notify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnified Party under this Section
9.01 except to the extent that the Indemnifying Party’s ability to defend such claim is prejudiced by the
Indemnified Party’s failure to give such notice. In no event will the Indemnified Party admit any liability with
respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Indemnifying Party.
The Indemnifying Party shall have the right to assume the defense (at the Indemnifying Party’s expense) of any such
claim through counsel of the Indemnifying Party’s own choosing by so notifying the Indemnified Party within 45 days of
the receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such
counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right
to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying
Party, it being understood that the Indemnifying Party shall control such defense.


 




    	53



    	 



    




 


(f)               If the Indemnifying Party chooses
to defend or prosecute a Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which
cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the
Indemnifying Party, of records and information reasonably relevant to such Third Party Claim, and making employees of the Buyer
reasonably available to provide additional information and explanation of any materials provided hereunder. If the Indemnifying
Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or
discharge of such Third Party Claim that the Indemnifying Party may recommend and that, by its terms, fully and unconditionally
releases and discharges the Indemnified Party from the full amount of any and all direct or indirect obligations or liability in
connection with such Third Party Claim and imposes only monetary damages to be paid solely by the Indemnifying Party without leading
to liability or the creation of a financial or other obligation on the part of the Indemnified Party. None of the Indemnified Party
or any of its Affiliates may settle or otherwise dispose of any Third Party Claim for which the Indemnifying Party may have a liability
under this Agreement without the prior written consent of the Indemnifying Party, which consent may be withheld in the sole discretion
of the Indemnifying Party. The Indemnifying Party shall not be liable under this Section 9.01(f) for any settlement, compromise
or discharge affected without its consent in respect of any claim for which indemnity may be sought hereunder. No Indemnified Party
shall take any action the purpose of which is to prejudice the defense of any claim subject to indemnification hereunder or to
induce a third party to assert a claim subject to indemnification hereunder.


 


(g)              After written notice by the
Indemnifying Party to the Indemnified Party of its election to assume control of the defense of any such Third Party Claim, the
Indemnifying Party shall not be liable to such Indemnified Party hereunder for any costs or fees subsequently incurred by such
Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume control of the defense of such
Third Party Claim within 45 days after the Indemnifying Party’s receipt of the notice required pursuant to Section 9.01(d)
of this Agreement, then the Indemnified Party shall have the right to defend such claim.


 


Section 9.02 Survival.
The rights of the parties to assert a claim under this Article IX shall survive the Closing Date for a period beginning
on the Closing Date and ending on the second anniversary after the Closing Date and thereafter shall terminate and expire (the
“Survival Period”); provided, however, that:


 


(a)              the representations
and warranties made pursuant to Section 4.01 (Organization and Qualification), Section 4.02 (Authority
of Kecy), Section 4.08 (Title to Business Assets), Section 4.22 (Brokers), Section 5.01
(Organization and Qualification), Section 5.02 (Authority of Munson), Section 5.04(a)(i) (Title
to the Hudson Real Property) and Section 5.07 (Brokers) shall survive indefinitely; and


 


(b)              the
representations and warranties made pursuant to Section 4.18 (Environmental Matters), Section 4.19
(Employee Benefit Matters), Section 4.21 (Taxes), Section 4.24 (Product Liability) and Section
5.06 (Environmental Matters) shall
survive the Closing Date and terminate upon the lapse of the full period of all applicable statutes of limitations (giving
effect to any waiver, mitigation or extension thereof) plus 60 days, except with respect to liabilities for any item as to
which, prior to the respective Survival Period, an Indemnified Party shall have asserted a claim in writing as required
pursuant to the provisions of this Article IX, in which case the liability for such claim shall continue until it shall have
been finally settled, decided or adjudicated.


 




    	54



    	 



    




 


Section 9.03Limitation on Liability.


 


(a)               The
maximum monetary liability of Kecy (including any Affiliate, agent, representative, officer, director, or shareholder of Kecy),
under this Agreement (specifically including, without limitation, any liability under Section 9.01(a) herein) or with respect
to any other claim, whether in contract or in tort, arising hereunder or otherwise in connection with the solicitation of interest,
negotiation and consummation and performance of the transactions hereunder or contemplated hereby shall not exceed an amount equal
to Two Million One Hundred Thousand Dollars ($2,100,000) for all matters (the “Kecy Max”); provided, however,
that to the extent the Kecy Max is reached and a Kecy Indemnitee would otherwise be entitled to the additional recovery of Losses
pursuant to Section 9.01(a)(iv), then the Kecy Max shall be increased by an additional One Million One Hundred Thirty
Thousand Dollars ($1,130,000) solely for the purposes of such Losses pursuant to Section 9.01(a)(iv).


 


(b)              
The maximum monetary liability of Munson (including any Affiliate, agent, representative, manager, or member of Munson),
under this Agreement (specifically including, without limitation, any liability under Section 9.01(b) herein) or with respect
to any other claim, whether in contract or in tort, arising hereunder or otherwise in connection with the solicitation of interest,
negotiation and consummation and performance of the transactions hereunder or contemplated hereby shall not exceed an amount equal
to Five Hundred Thousand Dollars ($500,000) for all matters (the “Munson Max”); provided, however, that
to the extent the Munson Max is reached and a Munson Indemnitee would otherwise be entitled to the additional recovery of Losses
pursuant to Section 9.01(b)(iii), then the Munson Max shall be increased by an additional Two Hundred Seventy Thousand
Dollars ($270,000) solely for the purposes of such Losses pursuant to Section 9.01(b)(iii).


 


(c)               No
Indemnifying Party shall be obligated to defend, indemnify, hold harmless, or pay under an indemnification obligation under Section
9.01 herein until the aggregate Losses of the applicable Indemnified Party exceeds One Hundred Fifty Thousand Dollars ($150,000);
provided, however, to the extent any such Losses do exceed One Hundred Fifty Thousand Dollars ($150,000), such Indemnified
Party’s indemnification entitlement shall include such initial One Hundred Fifty Thousand Dollars ($150,000).


 


(d)              
Each Person entitled to indemnification hereunder shall take all such steps as it deems reasonable to mitigate Losses after
becoming aware of any event which could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable
under this Agreement or in connection herewith.


 


(e)               Sellers
shall not be liable in respect of any claim if such claim or liability arises or is increased as a result of legislation being
introduced or amended or a judgment made the effect of which is to restate the applicable Law after the date of this Agreement.


             





    	55



    	 



    

 


Section
9.04              Computation
of Losses. Buyer shall seek full recovery under all insurance policies covering any Losses to the same extent as they
would if such Losses were not subject to indemnification hereunder, and Buyer shall not terminate or cancel any insurance
policies in effect for periods prior to the Closing, to the extent Buyer has control over the continuation of such insurance
policies. In the event that an insurance recovery is made by Buyer or any of its Affiliates with respect to any Losses for
which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of all
direct collection expenses) shall be made promptly to the applicable Seller. The Indemnifying Party shall be subrogated to
all rights of the Indemnified Party in respect of any Losses indemnified by the Indemnifying Party.


 


Section
9.05              Third-Party
Recovery; Certain Tax Adjustments; Reduction of Indemnification Payments for Tax Benefits.  From and after the Closing, upon
the reasonable request of a Seller, Buyer shall seek to recover (for the account of a Seller), at the reasonable direction of,
and at the sole cost and expense of, Sellers, from third parties (whether pursuant to Material Contracts or otherwise) any Losses
paid by a Seller, to Buyer (or Indemnified Party), in respect of any indemnity payment pursuant to this Agreement, provided, that:
(i) the approval of Buyer (which shall not be unreasonably withheld or delayed for matters which do not lead to any liability or
the creation of a financial or other obligation on the part of Buyer or any Indemnified Party and provide, in customary form, for
the unconditional release of Buyer and each Indemnified Party from any and all liabilities and obligations in connection with such
matter) will be required for the entry by the Buyer thereof of any judgment, or the entry by the Buyer thereof into any settlement
or compromise, if such judgment, settlement or compromise involves any admission of liability or any material undertakings (including
any payment obligations) of the Buyer or any of its Affiliates; and (ii) the Buyer will not agree to the entry of any judgment
or enter into any settlement or compromise with respect thereto without the prior written consent of Sellers (which consent shall
not be unreasonably withheld).


 


Section
9.06              Payments.
Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX, the
Indemnifying Party shall satisfy its obligations within ten (10) Business Days of such final, non-appealable adjudication by wire
transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any
such obligations within such ten (10) Business Day period, any and all amounts payable shall accrue interest from and including
the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has
been made at ten percent (10%) per annum. Such interest shall be calculated daily on the basis of a 365 day year and the actual
number of days elapsed.


 


Section
9.07              Exclusive
Remedy. From and after the Closing Date, the rights and remedies of the parties under this Article IX are the sole and
exclusive rights and remedies of the parties with respect to any matters arising out of or relating to this Agreement and the transactions
contemplated by this Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER HEREBY WAIVES, RELEASES AND DISCHARGES, FOR
ITSELF AND ON BEHALF OF ALL BUYER INDEMNITEES, ALL RIGHTS TO, AND SELLERS HEREBY DISCLAIM ANY OBLIGATIONS FOR, ALL PUNITIVE, SPECIAL,
EXEMPLARY, CONSEQUENTIAL, DIRECT OR INDIRECT OR OTHER DAMAGES, HOWEVER CHARACTERIZED, WHETHER IN CONTRACT
OR IN TORT, AT LAW OR IN EQUITY.


 




    	56



    	 



    




 


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


 


Article
X

Termination


 


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


 


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


 


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


 


    (i)Buyer is not then
in material breach of any provision of this Agreement and there has been a material breach, material inaccuracy in or material
failure to perform any representation, warranty, covenant or agreement made by a Seller pursuant to this Agreement that would give
rise to the failure of any of the conditions specified in Article VIII and such breach, inaccuracy or failure has not been
cured by Seller within ten (10) days of Sellers' receipt of written notice of such breach from Buyer; or


 


    (ii)any of the conditions
set forth in Section 8.01 or Section 8.02 shall not have been, or if it becomes apparent that any of such conditions
will not be, fulfilled by June 30, 2014, unless such failure shall be due to the failure of Buyer to perform or comply with any
of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;


 


(c)               by
a Seller by written notice to Buyer and the other Seller if:


 


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


 


    (ii)any of the conditions
set forth in Section 8.01 or Section 8.03 shall not have been, or if it becomes apparent that any of such conditions
will not be, fulfilled by June 30, 2014, unless such failure shall be due to the material failure of a Seller to perform or comply
with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or


 


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


 




    	57



    	 



    

 


(e)               by
Buyer if Sellers deliver an update or supplement to the Sellers’ Disclosure Schedule that materially changes the Sellers’
Disclosure Schedule, or


 


(f)               
by Sellers if Buyer provides an update or supplement that materially changes the Buyer’s Disclosure Schedule.


 


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


 


(a)               as
set forth in Section 7.06 and Section 10.01 hereof; and


 


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


 


Article
XI

Miscellaneous


 


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


 


Section
11.02          Notices. All
notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation
of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business
hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail of the United States Postal
Service, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):


 





	If to Sellers:	 	Kecy Corporation
	 	 	Attn: Mr. Raymond Cox, President
	 	 	9506 State Route 100
	 	 	Napoleon, Ohio 43545
	 	 	e-mail: RCox@kecycorporation.com
	 	 	 
	 	 	                 and 
	 	 	 
	 	 	 
	 	 	4111 Munson Holding,
LLC
	 	 	Attn: Mr. Raymond Cox, Member
	 	 	9506 State Route 100
	 	 	Napoleon, Ohio 43545
	 	 	e-mail: RCox@kecycorporation.com
	 	 	 











    	58



    	 



    

 





	 	with a copy to:	 	Eastman & Smith Ltd.
	 	 	 	One SeaGate, 24th Floor
	 	 	 	Toledo, Ohio 43604
	 	 	 	Attention: Jon B. Liebenthal, Esq.
	 	 	 	e-mail: jbliebenthal@eastmansmith.com
	 	 	 
	If to Buyer:	 	ARC Metal Stamping, LLC
	 	 	Attn: Drew M. Kelley, Chief Financial Officer
	 	 	810 Flightline Blvd.
	 	 	Deland, FL 32724
	 	 	e-mail: dkelly@arcgroupworldwide.com
	 	 	 
	 	with a copy to:	 	Wuersch & Gering LLP
	 	 	 	100 Wall Street, 10th Floor
	 	 	 	New York, NY 10005
	 	 	 	Attention: Travis L. Gering, Esq.
	 	 	 	e-mail: travis.gering@wg-law.com
	 	 	 









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


 


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


 


Section
11.05          Severability. If
any term or provision of this Agreement is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision.
Except as provided in Section 7.07(d), upon such determination that any term or other provision is invalid, illegal or
unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the greatest extent possible.


          





    	59



    	 



    

 


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


 


Section
11.07          Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and
permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed; provided, however, that prior to the Closing Date, Buyer
may, without the prior written consent of Sellers, assign all or any portion of its rights under this Agreement to one or more
of its direct or indirect Affiliates. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


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


 


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


 


Section
11.10          Governing Law. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule of any other jurisdiction.


 


Section
11.11          Arbitration.
Any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated by this Agreement, shall be resolved by arbitration
before a panel of three (3) arbitrators, administered by JAMS under its arbitration rules then in effect and held in Chicago, Illinois,
and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties
agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof
and that the parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy to which they are entitled.


 




    	60



    	 



    




 


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


 


Section
11.13          Counterparts. This
Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and
the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, in “pdf” format or any other means
of electronic transmission shall be an original for all purposes.


 


Section
11.14          Arm’s Length.
The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties each
afforded representation by legal counsel.  Each and every provision of this Agreement shall be construed as though all parties
participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting
party shall not be applicable to this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




    	61



    	 



    

 


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


 





	BUYER:	SELLER:
	 	 
	ARC METAL STAMPING, LLC	KECY CORPORATION
	 	 
	By:	/s/ Drew Kelley	 	By:	/s/ Raymond Cox	 
	Name:	Drew Kelley	Name:	Raymond Cox
	Title:	Chief Financial Officer	Title:	President
	 	 
	 	4111 MUNSON HOLDING, LLC
	 	 
	 	By:	/s/ Raymond Cox	 
	 	 	Raymond Cox
	 	 	Manager
	 	 
	JOINING AS PARTIES HERETO FOR THE LIMITED PURPOSES	JOINING AS PARTIES HERETO FOR
	OF THE ESCROW, THE ESCROW AGREEMENT, THE ARC	LIMITED PURPOSES OF SECTION
	COMMON STOCK, AND THE ESCROW SHARES ONLY:	7.07 AND ARTICLE XI ONLY:
	 	 
	ARC GROUP WORLDWIDE, INC.	/s/ David Zerbey	 
	 	David Zerbey, individually
	 	 
	By:	/s/ Drew Kelley	 	/s/ Raymond Cox	 
	Name:	Drew Kelley	Raymond Cox, individually
	Title:	Chief Financial Officer	 
	 	 




 






    	62