Exhibit
10.22

ASSET PURCHASE AGREEMENT



by and among



TRANSCAT, INC.,


EXCALIBUR ENGINEERING,
INC., 

CHRISTOPHER LAPLANTE
FAMILY TRUST DATED 12/23/97

and

CHRISTOPHER M. LAPLANTE



Dated as of April 1, 2016








Table of Contents

	Article I. Definitions	1
	       	1.1
      Definitions	1
		1.2 Accounting
      Terms	6
		1.3 Other
      Definitional Provisions	6
	 	
	Article II. Purchase and Sale	7
		2.1 Transfer of
      Purchased Assets	7
		2.2 Excluded
      Assets	8
		2.3 Use of
      Seller’s Name and Phone Numbers	8
		2.4 Purchase
      Price	8
		2.5 Payment of
      Purchase Price	9
		2.6 Adjustment to
      Purchase Price	9
		2.7
      Holdback	11
		2.8 Termination
      of Pre-Closing Escrow Agreement	11
		2.9 Repayment of
      Indebtedness	11
		
	Article III. Liabilities And
    Contracts	12
		3.1 No Assumption
      of Liabilities or Contracts	12
		3.2 Liabilities
      Assumed	12
	 	
	Article IV. Seller Parties’ Representations
      And Warranties	12
		4.1 Organization,
      Standing and Power	12
		4.2 Authority for
      Transaction	13
		4.3 No
      Conflict	13
		4.4 Financial
      Statements	13
		4.5 No
      Undisclosed Liabilities	14
		4.6 Absence of
      Certain Changes	14
		4.7
    Title	14
		4.8 Compliance
      with Laws; Permits	14
		4.9 Condition and
      Sufficiency of Purchased Assets	14
		4.10 Privacy Laws
      and Data Protection	15
		4.11 Accounts
      Receivable	15
		4.12
      Inventory	15
		4.13 Intellectual
      Property	15
		4.14 Assigned
      Contracts	16
		4.15 Other
      Contracts	16
		4.16 Legal
      Proceedings	16
		4.17 Tax
      Matters	17
		4.18
      Insurance	17
		4.19 Labor
      Relations and Employment Issues	17
		4.20 Employee
      Benefits	18
		4.21
      Environmental Matters	21
		4.22 Real
      Property	21
		4.23 Product and
      Service Warranties	22
		4.24 Relationship
      with Customers and Suppliers	22
		4.25 Officers,
      Directors and Shareholders	22



i 







		4.26 Brokers and Finders	22
		4.27 Material
      Misstatements or Omissions	22
	 	
	Article V. Buyer’s Representations and
      Warranties	22
	      	5.1 	Organization,
      Standing and Power	23
		5.2	Authority for
      Transaction	23
		5.3	No
    Conflict	23
		5.4	Legal
      Proceedings	23
		5.5	Brokers and
      Finders	23
		5.6	Material
      Misstatements or Omissions	23
	 	
	Article VI. Survival and
      Indemnification	24
		6.1	Survival or
      Representations, Warranties and Covenants	24
		6.2	Indemnification
      by Seller Parties	24
		6.3	Indemnification
      by Buyer	24
		6.4	Limitations on
      Indemnification	25
		6.5	Indemnification
      Claim Procedures	26
		6.6	Recoupment
      Against Holdback	27
		6.7	Tax Treatment of
      Indemnification Payments	28
		6.8	Effect of
      Investigation	28
	 	
	Article VII. Closing	28
		7.1	Closing	28
		7.2	Closing
      Deliveries of Seller Parties	28
		7.3	Closing
      Deliveries of Buyer	29
	 	
	Article VIII. Further Covenants	30
		8.1	Taxes	30
		8.2	Expenses of the
      Parties	30
		8.3	Confidentiality	30
		8.4	Non-Disclosure;
      Non-Solicitation and Non-Competition	30
		8.5	Consulting
      Agreement	31
		8.6	Notices to and
      Consents of Third Parties	31
		8.7	Further
      Assurances	31
		8.8	Employees and
      COBRA Compliance	31
		8.9	Uncollected
      Receivables	32
	 	
	Article IX. General Provisions	32
		9.1	Amendment and
      Waiver	32
		9.2	Assignment	32
		9.3	Notices	32
		9.4	Binding
      Effect	33
		9.5	Governing Law;
      Venue	34
		9.6	Effect of
      Agreement	34
		9.7	Severability	34
		9.8	Negotiated
      Transaction	34
		9.9	Headings;
      Counterparts	34



ii







Asset Purchase Agreement

This Asset Purchase Agreement, dated as of April 1, 2016, is made by and among Transcat,
Inc., an Ohio corporation
(“Buyer”), Excalibur Engineering, Inc., a California corporation
(“Seller”), Christopher LaPlante Family Trust Dated 12/23/97 (the “Trust”) and Christopher M.
LaPlante
(“LaPlante”). Buyer, Seller, the Trust and LaPlante are
collectively referred to herein as the “Parties”, and each is a
“Party.” 

RECITALS: 

A. Seller wishes to sell and
assign to Buyer, and Buyer wishes to purchase and assume from Seller, the
Purchased Assets and the Assumed Liabilities (as defined in Section 1.1),
subject to the terms and conditions set forth in this Agreement. 

B. The Trust is the sole
shareholder of Seller. LaPlante is the sole trustee and a beneficiary of the
Trust and was previously a shareholder of Seller. 

NOW, THEREFORE, the Parties
agree as follows: 

ARTICLE I.
DEFINITIONS 

1.1 Definitions. As used in
this Agreement and, unless the context requires otherwise, in each other
agreement, document or instrument delivered under or in connection with this
Agreement:

“Accounts
Receivable” has the meaning
given to it in Section 2.1(d). 

“Accrued Vacation
Credit” has the meaning given to it in Section 8.8.


“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. 

“Adverse
Effect” means an effect in
the condition (financial or otherwise), properties, assets, liabilities, rights,
obligations, Business or prospects of Seller, which effect, individually or in
the aggregate, is materially adverse to such condition, properties, assets,
liabilities, rights, obligations, operations, Business or prospects of Seller,
or which is materially adverse to Seller’s ability to consummate the
transactions contemplated hereby. 

“Affiliate” means,
with respect to a Party, any Person that directly or indirectly controls, is
controlled by, or under common control with, such Party. 

“Agreement” means this
Asset Purchase Agreement, together with all Exhibits and Schedules hereto.


“Assigned
Contracts” has the meaning
given to it in Section 2.1(f). 

“Assignment and
Assumption Agreement” has the
meaning given to it in Section 7.2(d). 







“Assumed
Liabilities” has the meaning
given to it in Section 3.2. 

“Balance Sheet
Date” means December 31,
2015. 

“Business” means
Seller’s business of providing commercial instrument calibration and test
equipment repair services and new and used product sales and rentals.

“Buyer” has the
meaning given to it in the preamble. 

“Buyer Indemnified
Parties” has the meaning
given to it in Section 6.2

“Cap”
has the meaning given to it
in Section 6.4(a).

“Closing” means the
closing of the purchase and sale hereunder.

“Closing
Date” means the date of the
Closing, as defined in Section 7.1.

“Closing Date
Indebtedness” has the meaning
given to it in Section 2.9. 

“Closing Date Working
Capital” means the value, as
of the Closing, of the portion of the Purchased Assets which would be identified
as current assets, less the aggregate amount of current Liabilities included in
the Assumed Liabilities, all as determined in accordance with GAAP and in
accordance with the terms and conditions of, and subject to the adjustments
described in, Section 2.6.

“Closing Statement” has the meaning given to it in Section 2.4. 

“Closing Statement
Adjustment”
has the meaning given to it in
Section 2.4.


“COBRA” means the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Section
4980B of the Code, Title I Part 6 of ERISA, and any similar state group health
plan continuation Law. 

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

“Consulting
Agreement” has the meaning
given to it in Section 8.5. 

“Contracts” means and
includes all contracts, subcontracts, agreements, leases, options, notes, bonds,
mortgages, indentures, deeds of trust, collateral assignments of lease and
rights, guarantees, warranties, licenses, franchises, permits, purchase orders,
arrangements, transactions, commitments, undertakings and understandings of
every kind, written or oral. 

“Customer” has the meaning given to it in Section 4.24.


“Deemed Acceptance”
has the meaning given to it
in Section 6.5(b). 

“Deposit” means the
deposit, in the aggregate amount of $50,000, which Buyer is holding in an escrow
account pursuant to the Pre-Closing Escrow Agreement. 

2







“Dispute
Notice” has the meaning given
to it in Section 6.5(b). 

“Employee Benefit
Plan” has the meaning given
to it in Section 4.20. 

“Encumbrances” means
and includes all liens, options, pledges, mortgages, security interests,
charges, adverse claims, rights, restrictions, burdens and encumbrances of every
kind.

“Environmental
Laws” 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 Substance.

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

“ERISA
Affiliate” means any Person
that is a member of “controlled group of corporations” with, or is under “common
control” with, or is a member of the same “affiliated service group” with
Seller, as defined in Section 414 of the Code. 

“Estimated Closing Date
Working Capital” has the
meaning given to it in Section 2.6(a).

“Estimated Increase
Amount” has the meaning given
to it in Section 2.6(a).

“Estimated Reduction
Amount” has the meaning given
to it in Section 2.6(a).

“Excluded
Assets” has the meaning given
to it in Section 2.2. 

“Existing
Leases” has the meaning given
to it in Section 4.22(b). 

“Final Closing Date
Working Capital” has the
meaning given to it in Section 2.6(b).

“Final Increase Amount”
has the meaning given to it
in Section 2.6(c).

“Final Reduction Amount”
has the meaning given to it
in Section 2.6(c).

“Financial
Statements” has the meaning
given to it in Section 4.4. 

“GAAP” means, at any
time, United States generally accepted accounting principles, methods and
practices, consistently maintained and applied throughout the periods
referenced. 

“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. 

3







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

“Hazardous
Substance”
means any (a) substance, gas,
material or chemical which poses or may pose a hazard to human health or safety,
(b) toxic substance or hazardous waste, substance or related material, or any
pollutant or contaminant, or (c) asbestos, urea formaldehyde foam insulation,
petroleum and petroleum by-products and which, in each case described above in
(a), (b) and (c), is now subject to any Environmental Law.

“Holdback
Amount” has the meaning given
to it in Section 2.7. 

“Holdback
Period” means the period
beginning on the Closing Date and ending on the date that is nine months after
the Closing Date.

“Indebtedness Repayment
Amount” has the meaning given
to it in Section 2.9.

“Indemnified
Party” has the meaning given
to it in Section 6.5(a).

“Indemnifying
Party” has the meaning given
to it in Section 6.5(a).

“Intellectual
Property” has the meaning
given to it in Section 4.13(a).

“Inventory” has the
meaning given to it in Section 2.1(c). 

“Irvine
Lease” means the Lease
Agreement, in substantially the form attached hereto as Exhibit A, to be entered into by Buyer and MelChris with
respect to the Irvine Property as of the Closing Date. 

“Irvine Property”
means the real property located at 9201 Irvine Blvd., Irvine, California, which
is owned by MelChris and leased to Seller, as more particularly described in
Schedule 4.22. 

“Knowledge” means,
with respect to a Party, the actual or constructive knowledge of such Party,
after due inquiry. When used with respect to Seller, Knowledge shall include
only the Knowledge of LaPlante and Wirth. 

“LaPlante” has the
meaning given to such term in the preamble. 

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


“Leased Real Property”
has the meaning given to it
in Section 4.22.


“Liability” means any
liability, obligation, claim against or Contract of Seller of any kind or
nature, at any time existing or asserted, whether or not accrued, whether fixed,
contingent or otherwise, whether known or unknown, and whether or not recorded
on the books and records of Seller, arising out of or by reason of this or any
other transaction or event occurring prior or subsequent to the Closing.


4







“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.

“MelChris” means
MelChris Holding, LLC, a California limited liability company that is an
Affiliate of LaPlante. 

“Net Adjustment Payment”
has the meaning given to it
in Section 2.6(c).

“Notice of Claim”
has the meaning given to it
in Section 6.5(a).

“Party” or
“Parties” have the meanings given to such terms in the
preamble. 

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

“Person” means and
includes any individual, partnership, corporation, trust, unincorporated
organization or other entity or Government Authority. 

“Personal
Information” means the type
information regulated or subject to Privacy Laws and collected, used, disclosed
or retained by Seller including information regarding Seller’s clients,
customers, suppliers, employees, agents, dependent and independent contractors
including an individual’s name, address, age, gender, identification or social
insurance number, income, citizenship, employment, assets, liabilities, payment
records, credit information, personal and professional references and health
and/or medical records. 

“Pre-Closing Escrow
Agreement” means the escrow
letter agreement dated as of December 14, 2015 among Buyer, Seller and LaPlante.


“Privacy
Laws” means all applicable
Laws governing the collection, use, disclosure or retention of Personal
Information. 

“Purchased
Assets” means the assets
being purchased and sold hereunder, as defined in Section 2.1. 

“Purchased
IP” has the meaning given to
it in Section 4.13(b). 

“Purchase
Price” has the meaning given
to it in Section 2.4. 

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

“Restrictive Covenant
Agreement” has the meaning
given to it in Section 8.4.

“Restrictive Covenant
Payment” has the meaning
given to it in Section 2.5(b).

“Seller” has the
meaning given to it in the preamble. 

5







“Seller
Parties” means, collectively,
Seller, the Trust and LaPlante.

“Seller Indemnified
Parties” has the meaning
given to it in Section 6.3. 

“Target Working Capital
Ceiling” means $215,000.


“Target Working Capital
Floor” means $115,000.


“Tax Clearance
Certificate” has the meaning
given to it in Section 8.1(c). 

“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. 

“Third Party Action”
has the meaning given to it
in Section 6.5(d). 

“Transaction Documents”
means this Agreement, the Consulting Agreement, the Restrictive Covenant
Agreement, the Assignment and Assumption Agreement, the Irvine Lease, the bill
of sale and the other agreements and instruments required to be delivered at the
Closing pursuant to Section 7.2 or Section 7.3. 

“Trust” has the
meaning given to such term in the preamble. 

“Trust Agreement”
means the Second Amendment to
and Complete Restatement of the Christopher LaPlante Family Trust dated
12/23/97, dated as of February 19, 2016. 

“Uncollected
Receivables” has the meaning
given to it in Section 8.9. 

“Wirth” means Joseph
Wirth, Seller’s director of operations prior to Closing. 

1.2 Accounting Terms. Subject
to the provisions of Section 4.4 with respect to the Financial Statements, as
used in this Agreement and, unless the context requires otherwise, in each other
agreement, document or instrument delivered under or in connection with this
Agreement, all accounting terms not otherwise defined herein or therein shall
have the meanings assigned to them in accordance with GAAP. 

1.3 Other Definitional Provisions. Unless the context requires otherwise, references to “Articles” and
“Sections” are to the Articles or Sections of this Agreement, and references to
“Exhibits” and “Schedules” are to the Exhibits and Schedules annexed hereto. Any
of the terms defined in this Article I may, unless the context requires
otherwise, be used in the singular or the plural depending on the reference. Wherever used herein, the masculine
pronoun shall include the feminine and the neuter, as appropriate in the
context. With respect to any matter or thing, “including” or “includes” means
including but not limited to such matter or thing. All references to currency
contained in this Agreement shall be to United States currency. Except as
otherwise specifically provided in this Agreement, all references to numbers of
“days” shall mean calendar days. 

6







ARTICLE II.
PURCHASE AND SALE 

2.1 Transfer of Purchased Assets. Subject to all of the terms and conditions of this Agreement, at the
Closing Seller shall sell, transfer, convey, assign and deliver to Buyer, free
and clear of all Encumbrances, and Buyer shall purchase and accept from Seller,
all of the assets, of every nature and description whatsoever and wherever
situated, tangible or intangible, owned by Seller on the Closing Date
(collectively, the “Purchased
Assets”), including the
following (but excluding the Excluded Assets):

(a) Seller’s leasehold interest in the Leased Real Property (subject, in the
case of the Irvine Property, to modification pursuant to the Irvine
Lease);

(b) all of Seller’s tangible personal property, including equipment,
machinery, furniture, fixtures, leasehold improvements, vehicles and supplies,
including without limitation those described in Schedule 2.1(b), together with related product warranties;


(c) all of Seller’s inventory, raw materials, work in progress and finished
goods (collectively, the “Inventory”);


(d) all of Seller’s accounts receivable and notes receivable and interest
receivable thereon (collectively, the “Accounts Receivable”);

(e) all of Seller’s deposits (including security deposits) and prepaid
expenses, all as more particularly described in Schedule 2.1(e);

(f) all of Seller’s interest in and to all of the Contracts identified in
Schedule 2.1(f) (collectively, the “Assigned Contracts”);

(g) all of Seller’s interest in and to (1) all patents, applications for
patents, copyrights, license agreements (including software license agreements),
assumed names, trade names, trademark and/or service mark registrations,
applications for trademark and/or service mark registrations, trademarks and
service marks of Seller, as more particularly described in Schedule 2.1(g), and all variants thereof, including all of
Seller’s rights to use the name “Excalibur Engineering” to the exclusion of
Seller; (2) all of Seller’s rights in and to client information, client lists,
and candidate/prospect lists; (3) all telephone numbers, fax numbers, telephone
directory advertising, web sites, domain names, domain leases, and e-mail
addresses used or held for use in the Business, all as identified on
Schedule 2.1(g); (4) all of Seller’s other proprietary
information, including trade secrets, know-how, product designs and
specifications, operating data and other information pertaining to the Business;
and (5) the goodwill associated with the Business; 

7







(h) all Permits necessary for or incident to the operation of the Business,
to the extent assignable; 

(i) all of Seller’s business and operational records relating to the
Business, including employee records (to the extent permitted under applicable
Law), office and sales records, blueprints, marketing strategies, business
plans, studies and inventory lists and records (but expressly excluding Seller’s
capital stock records, corporate minute books, bank account records and Tax
Returns); and 

(j) all other assets of Seller, not described above, which are either (1)
reflected on the Financial Statements and not disposed of by Seller in the
ordinary course of business between the Balance Sheet Date and the Closing Date,
or (2) acquired by Seller in the ordinary course of business between the Balance
Sheet Date and the Closing Date. 

2.2 Excluded Assets.
Notwithstanding the provisions of Section 2.1, the “Purchased Assets” shall not
include, and Buyer shall not acquire hereunder (collectively, the
“Excluded
Assets”): (i) any of the
capital stock of Seller, (ii) any Employee Benefit Plan, or any interest therein
or right thereunder (including, without limitation, any assets of Seller’s
401(k) plan included in the Employee Benefit Plans), (iii) Seller’s capital
stock records, corporate minute books, bank account records and Tax Returns,
(iv) Seller’s cash, cash-equivalents and securities, or (v) the assets
identified on Schedule
2.2. 

2.3 Use of Seller’s Name and Phone Numbers. In furtherance of the purchase and sale of the
Purchased Assets hereunder, immediately upon the Closing the Seller Parties
shall cause Seller’s corporate name to be changed to a name completely
dissimilar to “Excalibur Engineering, Inc.”, and thereafter shall not adopt,
use, cause to be used, or approve or sanction the use of such name, or any name
so similar as to cause confusion therewith, or any other trade name or assumed
name listed in Schedule
2.1(g). Promptly after the
Closing, Seller shall discontinue use of its existing business telephone numbers
and shall take all reasonable action (at no cost to Seller) and sign all
documents as may be reasonably necessary to make such telephone numbers
available for use by Buyer.

2.4 Purchase Price. Subject to
the provisions of this Agreement (including, without limitation, the adjustments
set forth in Section 2.6, the total purchase price for the Purchased Assets and
the Restrictive Covenant Agreement shall be $7,350,000 (the “Purchase Price”). The Purchase Price shall be allocated among the
Purchased Assets and to the Restrictive Covenant Agreement as set forth in
Schedule 2.4. The Purchase Price shall be payable to Seller
and LaPlante in accordance with the provisions of Section 2.5. At the Closing,
the Parties shall execute a funds flow memorandum and closing statement in a
form acceptable to the Parties (the “Closing Statement”)
that sets forth the calculation of the Closing Cash Payment pursuant to Section
2.5(a), and may include certain other adjustments or credits to the Purchase
Price (and the Closing Cash Payment) that are not otherwise adjusted for
pursuant to Section 2.6 and are agreed upon by the Parties (the
“Closing Statement
Adjustment”). 


8







2.5 Payment of Purchase Price.
Subject to the adjustment described in Section 2.6 and all of the terms and
conditions of this Agreement, at the Closing:

(a) Buyer shall pay to Seller, by wire transfer of immediately available
funds to an account designated in writing by Seller, an amount (the
“Closing Cash
Payment”) equal to (i) the
Purchase Price, (ii) less the Holdback Amount,
(iii) less the Restricted Covenant Payment, (iv)
less the Estimated Reduction Amount, if any, (v)
plus the Estimated Increase Amount, if any, (vi)
less the Indebtedness Repayment Amount, and (vii)
plus or less, as the case may be,
the Closing Statement Adjustment, if any;

(b) Buyer shall pay to LaPlante the sum of $100,000, by wire transfer of
immediately available funds to an account designated in writing by LaPlante, in
consideration for LaPlante’s execution and delivery of the Restrictive Covenant
Agreement (the “Restrictive
Covenant Payment”);

(c) Buyer shall pay the Indebtedness Repayment Amount in accordance with
Section 2.9; and 

(d) Buyer shall hold the Holdback Amount in accordance with Section 2.7.


2.6 Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment in accordance with
the following procedures: 

(a) On
the business day immediately prior to the Closing Date, Seller shall deliver to
Buyer a good faith estimate of the Closing Date Working Capital, which shall be
determined in accordance with GAAP (the “Estimated Closing Date Working
Capital”); provided, however,
that for purposes of determining the Closing Date Working Capital (including the
Estimated Closing Date Working Capital and the Final Closing Date Working
Capital), the Accrued Vacation Credit shall be treated as an Assumed Liability.
Seller shall include with such estimate statements setting forth in detail the
Purchased Assets (including, without limitation, an itemized list of Accounts
Receivable, with aging schedule, and prepaid expenses) and the Assumed
Liabilities included in its calculation of the Estimated Closing Date Working
Capital. If the Estimated Closing Date Working Capital is less than the Target
Working Capital Floor, then the Purchase Price and, as provided in Section
2.5(a), the Closing Cash Payment shall be reduced, on a dollar-for-dollar basis,
by the amount by which the Estimated Closing Date Working Capital is less than
the Target Working Capital Floor (the “Estimated Reduction Amount”). If the Estimated Closing Date Working Capital is greater than the
Target Working Capital Ceiling, then the Purchase Price and, as provided in
Section 2.5(a), the Closing Cash Payment, shall be increased, on a
dollar-for-dollar basis, by the amount by which the Estimated Closing Date
Working Capital is greater than the Target Working Capital Ceiling (the
“Estimated Increase
Amount”). If the Estimated
Closing Date Working Capital is equal to or greater than the Target Working
Capital Floor but less than or equal to the Target Working Capital Ceiling, then
neither the Purchase Price nor the Closing Cash Payment shall be adjusted
pursuant to this Section 2.6(a).

(b) Within 30 days after the Closing Date, Buyer shall prepare and deliver to
Seller the calculation of the Closing Date Working Capital. The calculation of
Closing Date Working Capital shall be prepared in accordance with GAAP. Buyer’s
calculation of the Closing Date Working Capital shall be final and binding on
the Parties for purposes of this Section 2.6 unless, within 10 days after
delivery thereof to Seller, Seller delivers to Buyer a written notice of dispute
specifying in reasonable detail the items in
dispute. After delivery of such a dispute notice, Seller and Buyer shall
promptly negotiate in good faith with respect to the subject of the dispute
notice. The Closing Date Working Capital finally determined under this Section
2.6(b) shall be referred to as the “Final Closing Date Working Capital”. Without limiting any other rights or remedies
available to Buyer (including, without limitation, Section 6.2), Buyer may
include in its calculation of the Final Closing Date Working Capital all
accounts payable or other Liabilities of Seller existing as of the Closing Date
that Buyer pays or otherwise satisfies, whether or not such accounts payable or
Liabilities are identified as Assumed Liabilities on the schedule of accounts
payable that Seller delivers with its calculation of the Estimated Closing Date
Working Capital pursuant to Section (a).

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(c) Subject to the provisions of this Section 2.6(c), (i) if the Final
Closing Date Working Capital is less than the Target Working Capital Floor, then
the Purchase Price shall be reduced, on a dollar-for-dollar basis, by the amount
by which the Final Closing Date Working Capital is less than the Target Working
Capital Floor (the “Final
Reduction Amount”); (ii) if
the Final Closing Date Working Capital is greater than the Target Working
Capital Ceiling, then the Purchase Price shall be increased, on a
dollar-for-dollar basis, by the amount by which the Final Closing Date Working
Capital is greater than the Target Working Capital Ceiling (the
“Final Increase
Amount”); and (iii) if the
Final Closing Date Working Capital is equal to or greater than the Target
Working Capital Floor but less than or equal to the Target Working Capital
Ceiling, then the Purchase Price shall not be adjusted pursuant to this Section
2.6(c). Notwithstanding the foregoing, for purposes of determining the amount,
if any, due from Buyer or Seller as a result of the adjustments set forth in
this Section 2.6(c) (the “Net
Adjustment Payment”), any
Estimated Reduction Amount or Estimated Increase Amount paid under Section
2.6(a) shall be applied to or offset or netted against, as applicable, the Final
Reduction Amount or Final Increase Amount, as appropriate, so that the Net
Adjustment Payment shall result in the net aggregate amount of payments or
adjustments made pursuant to Section 2.6(a) and Section 2.6(c) reflecting the
adjustment, if any, that would be due pursuant to this Section 2.6(c) based on
the Final Closing Date Working Capital and Buyer or Seller, as applicable, shall
pay to the other the Net Adjustment Payment so calculated, as provided in
Section 2.6(d). For purposes of clarification, if the Final Closing Date
Working Capital is greater than the Target Working Capital Floor but less than
the Target Working Capital Ceiling (resulting in there being no adjustment to
the Purchase Price pursuant to this Section 2.6(c)), but there was an adjustment
to the Purchase Price made at Closing pursuant to Section 2.6(a), then the Net
Adjustment Payment shall be equal to the Estimated Reduction Amount (which shall
be returned and paid by Buyer to Seller) or Estimated Increase Amount (which
shall be returned and paid by Seller to Buyer), as the case may be, calculated
under Section 2.6(a). 

(d) If
the Purchase Price is reduced (or the Net Adjustment Payment is otherwise due
from Seller) pursuant to Section 2.6(c), then, within 10 days after
determination of the Final Closing Date Working Capital, the Seller Parties,
jointly and severally, shall pay to Buyer in cash the full amount of the Net
Adjustment Payment (or authorize Buyer in writing to offset such amount against
the Holdback Amount in accordance with Section 6.6). If the Seller Parties fail
to pay when due the amount of the Net Reduction Payment, if any, due from them
then, in addition to any other rights and remedies available to Buyer (and
notwithstanding any failure by the Seller Parties to authorize such offset as
provided above), Buyer shall have the right to offset such amounts against the
Holdback Amount, subject to and in accordance with the terms of Section 6.6. If the Purchase Price is increased
(or the Net Adjustment Payment is otherwise due from Buyer) pursuant to Section
2.6(c), then Buyer shall pay to Seller, in cash, within 10 days after
determination of the Final Closing Date Working Capital, the full amount of the
Net Adjustment Payment. Any reduction or increase in the Purchase Price made
pursuant to this Section 2.6 shall be treated by the Parties as an adjustment to
the Purchase Price for income tax purposes, and the Parties shall adjust the
allocation of the Purchase Price as necessary to reflect such adjustment.


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2.7 Holdback. As security for
the obligations of the Seller Parties pursuant to 2.6(d) and Section 6.2, at the
Closing, Buyer shall withhold from the Purchase Price the sum of $735,000 (the
“Holdback
Amount”). Buyer shall hold
the Holdback Amount during the Holdback Period, pursuant to the terms of this
Agreement. Subject to and in accordance with the provisions of Section 6.6,
Buyer shall have the right to deduct from and set off against the Holdback
Amount (A) any Losses for which Buyer is entitled to indemnification from the
Seller Parties pursuant to Section 6.2; (B) any amounts due to Buyer from the
Seller Parties with respect to the Net Adjustment Payment pursuant to Section
2.6(d) (and not otherwise paid by the Seller Parties pursuant to Section
2.6(d)); and (C) any amounts due to Buyer from the Seller Parties with respect
to Uncollected Receivables pursuant to Section 8.9 (and not otherwise paid by
the Seller Parties pursuant to Section 8.9). Upon expiration of the Holdback
Period, Buyer shall pay to Seller, in immediately available funds, an amount
equal to (i) the Holdback Amount, less (ii) any amounts set
off against the Holdback Amount pursuant to Section 6.6, less (iii) any amounts that Buyer is permitted to continue to hold pursuant
to Section 6.6, plus (iv) interest, at the
rate of 0.5% per annum, on the portion of the Holdback Amount payable to Seller
(not including amounts that Buyer is permitted to set off or continue to hold,
as described in clauses (ii) and (iii)) from the Closing Date to the date of
payment. 

2.8 Termination of Pre-Closing Escrow Agreement. Effective upon Seller’s receipt of the Closing
Cash Payment, (a) the Pre-Closing Escrow Agreement is hereby terminated, and
neither Party shall have any further rights or obligations thereunder, and (b)
Seller hereby releases all rights and claims to the Deposit. 

2.9 Repayment of
Indebtedness. Seller hereby
authorizes and directs Buyer to pay at the Closing, on Seller’s behalf, the
outstanding Liabilities of Seller as of the Closing Date that are secured by any
Encumbrances on the Purchased Assets (the “Closing Date Indebtedness”). Seller has delivered to Buyer (a) payoff
statements indicating the full payoff amounts (including principal, interest,
prepayment penalties or fees, and all other charges due or payable in connection
with the payoff of the Closing Date Indebtedness) of the Closing Date
Indebtedness (collectively, the “Indebtedness Repayment Amount”) and (ii) wire instructions for the repayment of
the Indebtedness Repayment Amount. At the Closing, Buyer shall pay or cause to
be paid to the holders of the Closing Date Indebtedness, in accordance with the
payoff statements and wire instructions so provided by Seller, the Indebtedness
Repayment Amount, and Buyer’s payment of the Indebtedness Repayment Amount shall
be applied to the payment of the Purchase Price payable to Seller pursuant to
this Agreement, to the full extent of the Indebtedness Repayment Amount so paid
by Buyer.

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ARTICLE III.
LIABILITIES AND CONTRACTS 

3.1 No Assumption of Liabilities or Contracts. It is expressly understood and agreed that Buyer
does not assume nor shall it be liable for any Liability other than the Assumed
Liabilities that Buyer expressly assumes under Section 3.2. Seller shall pay or
make adequate provision for the payment of all of the Liabilities of every kind
and nature other than the Assumed Liabilities, and the Seller Parties shall
jointly and severally indemnify Buyer, as provided by Section 6.2, with respect
to all such Liabilities other than the Assumed Liabilities.

3.2 Liabilities Assumed.
Subject to all of the terms and conditions of this Agreement, at the Closing
Buyer shall assume and become responsible to perform and discharge when due, to
the extent the same have not been performed or discharged by Seller prior to the
Closing, only the following Liabilities (collectively, the “Assumed Liabilities”):

(a) any account payable (other than a trade account payable to any Affiliate
of any of the Seller Parties) incurred by Seller in the ordinary course of
business that (i) remains unpaid as of the Closing Date and (ii) is set forth in
a schedule provided with Seller’s calculation of the Estimated Closing Date
Working Capital pursuant to Section 2.6(a); and 

(b) the Liabilities arising on or after the Closing Date under the Assigned
Contracts, but only to the extent that such Liabilities do not relate to any
breach, default or violation by Seller of the Assigned Contracts prior to the
Closing Date.

Upon assumption by Buyer of
the Assigned Contracts at Closing, Buyer shall be entitled to all of Seller’s
rights and benefits thereunder and shall relieve Seller of its obligations to
perform the same; provided, however, that nothing herein contained shall relieve
Seller of its obligations or Liabilities arising thereunder
or in connection therewith prior to such assumption by Buyer at the Closing.
Buyer shall indemnify Seller, as provided by Section 6.3, with respect to all of
the Assumed Liabilities from and after the Closing Date. 

ARTICLE IV.
SELLER PARTIES’ REPRESENTATIONS AND WARRANTIES


Each of the Seller Parties
hereby jointly and severally represents and warrants to Buyer, as of the Closing
Date, as follows: 

4.1 Organization, Standing and Power. Seller is a corporation duly organized, validly existing and in good
standing under the Laws of the State of California. Seller has all necessary
corporate power and authority to own, use and transfer its properties and assets
and to transact the Business as now being conducted. Schedule 4.1 sets forth each jurisdiction in which Seller is
licensed or qualified to do business and except as set forth in Schedule 4.1 Seller is duly licensed or qualified to do
business and is in good standing in each jurisdiction in which the ownership of
the Purchased Assets or the operation of the Business as currently conducted
makes such licensing or qualification necessary. Seller has no subsidiaries.
Schedule 4.1 includes a list of all of the holders of the
outstanding capital stock of Seller, and the number of shares held by each such
holder. The Trust is a trust duly established and existing under the laws of
California and was established by the Trust Agreement. LaPlante is the sole
trustee of the Trust, and has the necessary power, authority and capacity, on
behalf of the Trust, to enter into this Agreement and to perform the obligations
of the Trust hereunder. The Trust Agreement remains in full force and effect, and no proceedings have been
instituted or are pending for the termination, dissolution or liquidation of the
Trust. 

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4.2 Authority for Transaction.
Seller’s execution and delivery of this Agreement and all other Transaction
Documents to which it is a party, its compliance with the provisions hereof and
thereof and the consummation of all of the transactions contemplated hereby and
thereby, have all been duly and validly authorized by all necessary corporate
action on the part of Seller, and this Agreement and all other Transaction
Documents to which Seller is a party are valid and binding upon Seller in
accordance with their respective terms. The Trust’s execution and delivery of
this Agreement and all other Transaction Documents to which it is a party, its
compliance with the provisions hereof and thereof and the consummation of all of
the transactions contemplated hereby and thereby, have all been duly and validly
authorized by all necessary action on the part of the Trust and its trustee, and
this Agreement and all other Transaction Documents to which the Trust is a party
are valid and binding upon the Trust in accordance with their respective terms.
LaPlante has full power and authority to execute and deliver this Agreement and
all other Transaction Documents to which LaPlante is a party, to comply with the
provisions hereof and thereof and to consummate the transactions contemplated
hereby and thereby. This Agreement and all other Transaction Documents to which
LaPlante is a party are valid and binding upon LaPlante in accordance with their
respective terms. 

4.3 No Conflict. Neither the
execution and delivery of this Agreement or any other Transaction Document by
the Seller Parties, nor compliance by the Seller Parties with any of the
provisions hereof or thereof, nor the consummation of the transactions
contemplated hereby or thereby, will: 

(a) conflict with or result in a breach of any provision of Seller’s articles
of incorporation or by-laws or any provision of the Trust Agreement; 

(b) except as set forth in Schedule 4.3, result in a
default, or give rise to any right of termination, cancellation or acceleration,
under any term, condition or provision of any Contract, Encumbrance or other
instrument or obligation to which any of the Seller Parties is a party or by
which they or any of their respective properties or assets may be
bound;

(c) violate any Governmental Order or Law applicable to Seller or any of its
properties or assets; or 

(d) require any consent, waiver or approval by, notice to or filing with any
Person, except for such consents, waivers, approvals, notices or filings set
forth in Schedule
4.3, all of which have been
obtained, given or made. 

4.4 Financial Statements.
Seller has heretofore delivered to Buyer a true, correct and complete copy of
the unaudited balance sheets and related statements of income for Seller for the
fiscal years ended December 31, 2013, December 31, 2014 and December 31, 2015,
respectively (collectively, the “Financial Statements”). The Financial Statements are prepared from the books of account and
records of Seller. The Financial Statements fairly present Seller’s financial
position as at the dates thereof and the results of Seller’s operations, changes
in Seller’s financial position and other
information of Seller included therein for the periods or as at the dates
therein set forth.

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4.5 No Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a)
those which are adequately reflected or reserved against in the Financial
Statements as of the Balance Sheet Date, and (b) those which have been incurred
in the ordinary course of business consistent with past practice since the
Balance Sheet Date and which are not, individually in excess of $10,000 or in
the aggregate in excess of $50,000.

4.6 Absence of Certain Changes. Except as disclosed in Schedule 4.6, since the
Balance Sheet Date, (a) Seller has conducted the Business only in the ordinary
course of business consistent with past practice, (b) there has not been any
material adverse change in the condition (financial or otherwise), assets,
Liabilities or Business of Seller, or any damage, destruction or loss, whether
or not covered by insurance, materially adversely affecting its properties or
the Business, and (c) Seller has not experienced any other change in the
Business resulting in or which could have an Adverse Effect.

4.7 Title. Seller has, and
shall transfer to Buyer at the Closing, good title to each item comprising the
Purchased Assets, free and clear of all Encumbrances. 

4.8 Compliance with Laws; Permits.

(a) Seller has complied, and is now complying in all material respects, with
all Laws applicable to ownership and use of the Purchased Assets or the
operation of the Business and, to the Knowledge of the Seller Parties, there is
no basis for any Action arising out of or in connection therewith. Seller has
not received any notice of any violation of any Law, and Seller is not party to
any settlement agreement or consent decree with continuing obligations or
restrictions on Seller. To the Knowledge of the Seller Parties, each item
comprising the Purchased Assets and the current uses thereof conform in all
material respects to all applicable Laws.

(b) All Permits required for Seller to conduct the Business as currently
conducted or for the ownership and use of the Purchased Assets have been
obtained by Seller and are valid and in full force and effect. All fees and
charges with respect to such Permits as of the date hereof have been paid in
full. Schedule
4.8(b) lists all current Permits
issued to Seller which are related to the conduct of the Business as currently
conducted or the ownership and use of the Purchased Assets, including the names
of the Permits and their respective dates of issuance and expiration. No event
has occurred that, with or without notice or lapse of time or both, would
reasonably be expected to result in the revocation, suspension, lapse or
limitation of any Permit set forth in Schedule 4.8(b).


4.9 Condition and Sufficiency of Purchased Assets. Except as set forth in Schedule 4.9, each material item of tangible property included
in the Purchased Assets is in good condition and repair, ordinary wear and tear
excepted, and none of such tangible personal property is in need of maintenance
or repairs except for ordinary, routine maintenance and repairs that are not in
the aggregate material in nature or cost. Except for the Excluded Assets, the
Purchased Assets (i) constitute all of the assets, tangible and intangible, of
any nature whatsoever, used to operate the
Business in the manner presently operated by Seller, and (ii) include all of the
operating assets of Seller. None of the assets used or useful in the operation
of the Business are owned by the Trust or LaPlante. 

14







4.10 Privacy Laws and Data Protection. Seller has complied in all material respects with all applicable
Privacy Laws. There are no restrictions on the collection, use, disclosure and
retention of Personal Information by Seller except as provided by Privacy Laws.
With respect to the Business, Seller has established, implemented, updated,
maintained and enforced such policies, programs, procedures, contracts and
systems with respect to the collection, use, storage, transfer, retention,
deletion, destruction, disclosure and other forms of processing of any and all
Personal Information as are consistent and compliant with practice and standards
typical for companies of comparable size to Seller that conduct businesses
similar to the Business. The Seller Parties do not have any Knowledge of any
actual, suspected or threatened (i) breach, misappropriation, or unauthorized
disclosure, access, use, dissemination or modification of any Personal
Information; or (ii) breach or violation of any of Seller’s policies, programs,
procedures, contracts and systems described in this Section 4.10. 

4.11 Accounts Receivable. The
Accounts Receivable (a) have arisen from bona fide transactions entered into by
Seller 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 Seller that, to the Knowledge of Seller, are not subject to
any claims of set-off or other defenses or counterclaims or disputes, other than
normal cash discounts accrued in the ordinary course of business consistent with
past practice; and (c) subject to the reserve for bad debts, if any, shown on
the Financial Statements or, with respect to Accounts Receivable arising after
the Balance Sheet Date, on the accounting records of the Business, are
collectible in full within 90 days after billing.

4.12 Inventory. Except for
used, obsolete, damaged or defective items of Inventory that have been written off or are not otherwise
reflected in the Financial Statements, all of the Inventory (i) consists of inventories of the kind, quality and
quantity regularly and currently used in the Business, and (ii) is good and
saleable (or rentable) condition.

4.13 Intellectual Property.

(a) “Intellectual Property” means any and all of the
following in any jurisdiction throughout the world: (A) trademarks and service
marks, including all applications and registrations and the goodwill connected
with the use of and symbolized by the foregoing; (B) copyrights, including all
applications and registrations related to the foregoing; (C) trade secrets and
confidential know-how; (D) patents and patent applications; (E) websites and
internet domain name registrations; and (F) other intellectual property and
related proprietary rights, interests and protections (including all rights to
sue and recover and retain damages, costs and attorneys' fees for past, present
and future infringement and any other rights relating to any of the
foregoing).

(b) Schedule 2.1(g) lists all
Intellectual Property included in the Purchased Assets (“Purchased IP”). Seller is the sole and
exclusive legal and beneficial owner of all of the Purchased IP, free and clear of all Encumbrances, and has the valid right
to use all other Intellectual Property used in or necessary for the conduct of
the Business as currently conducted.

15







(c) Seller’s prior and current use of the Purchased IP, and Seller’s conduct
of the Business as currently conducted, has not and does not infringe, violate,
dilute or misappropriate the Intellectual Property of any Person. To the
Knowledge of the Seller Parties, no Person is infringing, misappropriating,
diluting or otherwise violating any of the Purchased IP. 

(d) There are no Actions (including any oppositions, interferences or
re-examinations) settled, pending or, to the Knowledge of the Seller Parties,
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 Seller in connection with the Business; ; (ii)
challenging the validity, enforceability, registrability or ownership of any of
the Purchased IP or Seller’s rights with respect to any Purchased IP; or (iii)
by Seller or any other Person alleging any infringement, misappropriation,
dilution or violation by any Person of any Purchased IP. Seller 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
Purchased IP or restrict the licensing thereof to any Person. 

(e) None of the past or present employees, officers, directors or
shareholders of Seller has any rights in any of the Purchased IP or in any
inventions, whether or not patented, which have been or are used by Seller in
the Business or which pertain to the Business. 

4.14 Assigned Contracts. Each
of the Assigned Contracts is valid and binding, in full force and effect and,
except for obtaining any consents, waivers or approvals or giving any notice
listed in Schedule
4.3, is fully assignable to and
assumable by Buyer, so that immediately after the Closing, Buyer will be
entitled to the full benefits thereof. None of Seller or, to the Knowledge of
the Seller Parties, 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 Assigned Contract. To the Knowledge of
the Seller Parties, no event or circumstance has occurred that, with or without
notice or lapse of time or both, would constitute an event of default under any
Assigned 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
benefit thereunder. Seller has made available to Buyer complete and correct
copies of each Assigned Contract. There are no disputes pending or, to the
Knowledge of the Seller Parties, threatened under any Assigned Contract.


4.15 Other Contracts. Other
than the Assigned Contracts, Seller is not a party to, or otherwise bound by,
any Contract or other instrument which is material or necessary to the ownership
of the Purchased Assets or the operation of the Business or which has an Adverse
Effect on any of the Purchased Assets or the Business. 

4.16 Legal Proceedings. Except
as set forth in Schedule
4.16, there are no Actions
pending or, to the Knowledge of the Seller Parties, threatened against or by
Seller (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 the
Knowledge of the Seller Parties, no event has occurred or circumstances exist
that may give rise to, or serve as a
basis for, any such Action. There are no outstanding Governmental Orders and no
unsatisfied judgments, penalties or awards against, relating to or affecting the
Business. 

16








4.17 Tax Matters. Seller has
filed all federal, state, county and local Tax Returns which are required to be
filed prior to the date of this Agreement and has paid or has reserved for the
payment of all Taxes which have become due and payable. All such Tax Returns are
complete and accurate and disclose all Taxes required to be paid. To the
Knowledge of the Seller Parties, no event has occurred which could impose on
Buyer any successor or transferee liability for any Taxes in respect of Seller,
except as may occur by operation of law under any Laws which provide for such
liability upon the transfer of all or substantially all of the assets of Seller.
No examination or audit of any Tax Return is
currently in progress and no Governmental Authority is asserting, or has
threatened in writing to assert, against Seller any deficiency, proposed
deficiency or claim for additional Taxes or any adjustment thereof with respect
to any period for which a Tax Return has been filed, for which Tax Returns have
not yet been filed or for which Taxes are not yet due and payable. All amounts
required to be withheld by Seller (including from employees for income Taxes and
social security and other payroll Taxes) have been collected or withheld, and
either paid to the respective Taxing authorities, set aside in accounts for such
purpose, or accrued, reserved against and entered upon the books of
Seller.

4.18 Insurance. Schedule 4.18 contains (a) a list and general description of
all fire, theft, casualty, liability, life, hospitalization, medical
reimbursement and other insurance coverage insuring the Purchased Assets, Seller
and its personnel and Business operations; 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 Seller since January 1, 2013. 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. Seller has provided to Buyer true and complete copies of the insurance
policies identified on Schedule
4.18.

4.19 Labor Relations and Employment Issues.

(a) Seller has made available to Buyer a true, correct and complete list
setting forth the names, date of hire, the rate of compensation (and the
portions thereof attributable to salary and bonuses, respectively), the amount
of accrued but unused vacation time as of the date of this Agreement, and work
location of all current employees of Seller. Seller has made available to Buyer
a true, correct and complete list setting forth the names of all employees of
Seller currently on short-term or long-term disability leave, workers’
compensation leave, leave under the Family Medical Leave Act, and any other
leave.

(b) Except as set forth in Schedule 4.19, (1) Seller
has not entered into any collective bargaining agreement or other contract with
any employee, union, labor organization or other employee representative or
group of employees and, to the Knowledge of the Seller Parties, no such
organization or Person has made or is making any attempt to organize or
represent employees of Seller; (2) there is no pending grievance or arbitration
and no unsatisfied or unremedied grievance or arbitration award against Seller
or any agent, representative or employee of Seller and, to the Knowledge of the
Seller Parties, there is no basis for any such grievance or arbitration; (3)
there is no unfair labor practice charge, pending trial of unfair labor practice
charges, unremedied unfair labor practice finding or adverse decision of the
National Labor Relations Board or administrative law judge thereof, against
Seller or any agent, representative or employee of Seller and, to the Knowledge
of the Seller Parties, there is no basis for any such unfair labor practice
charge; and (4) there is not pending or, to the Knowledge of the Seller Parties,
threatened with respect to Seller or its employees any labor dispute, strike or
work stoppage.

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(c) Without limiting the generality of Section 4.8, Seller is in compliance
in all material respects with all applicable Laws, standards and Contracts
relating to employment, and the payment and withholding of Taxes and other
similar obligations, and Seller has not received any notice of any violation of
any such Law, standard or Contract.

(d) Except as set forth in Schedule 4.19, no current
or former employee of Seller is owed by Seller overtime pay (other than overtime
pay for the current payroll period), wages or salary for any period other than
the current payroll period, vacation, holiday or other time off or pay in lieu
thereof (other than time off or pay in lieu thereof earned in respect of the
current year), or any amount arising from any violation of any Law, or Contract
relating to the payment of wages, fringe benefits, wage supplements or hours of
work. 

4.20 Employee Benefits.

(a) Schedule 4.20 lists all
employee benefit plans and collective bargaining, employment or severance
agreements or other similar arrangements which Seller or any ERISA Affiliate,
has ever sponsored, or maintained, or to which contributions are made or have
ever been made, or for which obligations have been incurred, for the benefit of
employees or former employees of Seller or any ERISA Affiliate, or with respect
to which Seller or any ERISA Affiliate could have any Liability including,
without limitation, (1) any “employee benefit plan” (within the meaning of
Section 3(3) of ERISA), (2) any profit-sharing, stock bonus, deferred
compensation, bonus, stock option, stock purchase, restricted stock, equity
incentive, phantom equity, pension, retirement, retainer, compensation,
consulting, severance, retention, indemnification, welfare or incentive plan,
agreement or arrangement, (3) any plan, agreement or arrangement providing for
“fringe benefits” or perquisites to employees, officers, directors or agents,
including but not limited to benefits relating to automobiles, clubs, vacation,
child care, parenting, sabbatical, sick leave, tuition reimbursement, medical,
dental, hospitalization, life insurance, disability insurance and other types of
insurance, whether written or unwritten, and (4) any employment agreement. The
plans, agreements and arrangements described in this Section 4.20 are referred
to herein as “Employee Benefit
Plans.” 

(b) None of the Employee Benefit Plans is, and neither Seller nor any ERISA
Affiliate has ever contributed to or had any obligation to contribute to: (i) a
plan subject to Title IV of ERISA or Section 412 of the Code; (ii) a
“multiemployer plan” (within the meaning of Section 3(37) of ERISA); (iii) a
“multiple employer plan” (within the meaning of Section 413(c) of the Code);
(iv) any “voluntary employees’ beneficiary association” (within the meaning of
Section 501(c)(9) of the Code); or (v) any “multiple employer welfare
arrangement” (within the meaning of Section 3(40) of ERISA). 

18







(c) Seller has delivered to Buyer copies of all documents and summary plan
descriptions of the Employee Benefit Plans or summary descriptions of any such
Employee Benefit Plan not otherwise in writing, which documents and descriptions
are true, correct and complete in all respects. Seller has delivered to Buyer
true, correct and complete copies of the most recent determination letters,
advisory letters and opinion letters and the Forms 5500 filed in the most recent
three plan years with respect to any Employee Benefit Plan, including all
schedules thereto and financial statements with attached opinions of independent
accountants. Seller has delivered to Buyer summaries of material modifications
distributed since the most recent summary plan description and material
communications distributed within the last year to the participants of each
Employee Benefit Plan. 

(d) Each Employee Benefit Plan (and any related trust agreement, insurance
contract or fund) has been maintained, funded and administered in accordance
with its terms and any applicable collective bargaining agreement, and each
Employee Benefit Plan, Seller and each ERISA Affiliate, is in compliance in all
material respects with the applicable provisions of ERISA, the Code and all Laws
applicable thereto. Seller has not incurred and could not reasonably be expected
to incur an employer shared responsibility penalty under Section 4980H of the
Code. None of Seller, any ERISA Affiliate, nor any Employee Benefit Plan
fiduciary has, with respect to the Employee Benefit Plans, engaged in a breach
of fiduciary duty or a non-exempt “prohibited transaction,” as such term is
defined in Section 4975 of the Code or Section 406 of ERISA. 

(e) No
Actions (other than routine claims for benefits in the ordinary course) are
pending or, to the Knowledge of the Seller Parties, threatened with respect to
any Employee Benefit Plan. No audits, inquiries, reviews, proceedings, claims,
or demands are pending with any Governmental Authority with respect to any
Employee Benefit Plan. There are no facts which could give rise to any Liability
in the event of any such Action, audit, review, or other proceeding. 

(f) Each Employee Benefit Plan that is intended to be qualified under Section
401(a) of the Code has received a favorable determination letter (or an opinion
or advisory letter on which it is entitled to rely) from the Internal Revenue
Service that such Employee Benefit Plan is qualified under Section 401(a) of the
Code, and such determination letter, opinion letter or advisory letter has not
expired as of the date hereof (or, in the case of an expired determination
letter, the Employee Benefit Plan’s sponsor has a timely filed application for
an updated determination letter pending with the Internal Revenue Service and
has no reason to believe that a favorable determination letter will not be
issued). Each Employee Benefit Plan that is intended to be qualified under
Section 401(a) of the Code has been timely amended to reflect the provisions of
all statutory or regulatory changes requiring amendments for which the deadline
for amendment has passed. No event has occurred that will or could give rise to
the revocation of any applicable determination letter or the loss of the right
to rely on any applicable opinion or advisory letter, or the disqualification or
loss of tax-exempt status of any such Employee Benefit Plan or trust under
Sections 401(a) or 501(a) of the Code. 

(g) Except as set forth in Schedule 4.20, no Employee
Benefit Plan provides for or continues medical or health benefits, or life
insurance or other welfare benefits (through insurance or otherwise) for any
person or any dependent or beneficiary of any person after such person’s
retirement or other termination of employment except as may be required by COBRA
or applicable state Law, and there has been no communication to any person that
could reasonably be expected to promise or guarantee any such
benefits.

19







(h) No
condition exists as a result of which Seller or any ERISA Affiliate would have
any Liability, whether absolute or contingent, including any obligations under
the Employee Benefit Plans, with respect to any misclassification of a Person
performing services for Seller or an ERISA Affiliate as an independent
contractor or the employee of another entity rather than as an employee of
Seller or an ERISA Affiliate. 

(i) Since January 1, 2015, Seller and its ERISA Affiliates have offered
minimum essential coverage (as described in Section 4980H of the Code) to their
common law employees who must be treated as “full-time employees” under Section
4980H of the Code and its implementing regulations, and such coverage has
satisfied the affordability and minimum value standards under Section 4980H of
the Code and its implementing regulations. 

(j) No
common law employee of Seller or any ERISA Affiliate has been awarded an
applicable premium tax credit or cost-sharing reduction, as such terms are
defined under Section 4980H of the Code, with respect to health insurance
coverage purchased in a state or federal health insurance marketplace (also
known as an “exchange”) and neither Seller nor any ERISA Affiliate has
heretofore been and reasonably does not expect to be subject to any penalty
under Section 4980H of the Code with respect to any period prior to the Closing.


(k) Neither the execution of this Agreement nor the consummation of the
transactions contemplated by this Agreement will (either alone or upon the
occurrence of any additional or subsequent events): (i) entitle any individual
to severance pay or any other payment; (ii) accelerate the time of payment,
funding or vesting (other than vesting required due to the termination of
tax-qualified retirement plans, which shall not require an additional
contribution to such plans), 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 Employee Benefit Plan; or (iv) result in
“excess parachute payments” within the meaning of Section 280G(b) of the Code.
No person is entitled to receive any additional payment (including any tax
gross-up or other payment) as a result of the imposition of the excise Taxes
required by Section 4999 of the Code. 

(l) Each Employee Benefit Plan that is a “nonqualified deferred compensation
plan” (as defined in Section 409A(d)(1) of the Code) has been operated since
January 1, 2005, in compliance with the applicable provisions of Section 409A of
the Code, and since January 1, 2009 has been in documentary compliance with the
applicable provisions of Section 409A of the Code; and neither Seller nor any
ERISA Affiliate is or has been required to report any Taxes due as a result of a
failure of an Employee Benefit Plan to comply with Section 409A of the Code.
With respect to each Employee Benefit Plan, neither Seller nor any ERISA
Affiliate has any indemnity obligation for any Taxes or interest imposed or
accelerated under Section 409A of the Code. 

20







4.21 Environmental Matters.
Seller is in compliance in all material respects with all applicable
Environmental Laws. None of the Seller Parties has received any notice of any
violation of Environmental Laws. Seller has not used the Leased Real
Property in any manner at any previous time for the storage, disposal,
treatment, processing, production, refinement, generation or other handling of,
any Hazardous Substances, except such Hazardous Substances that are used in the
ordinary course of Seller’s Business in compliance in all material respects with
applicable Environmental Laws. Neither Seller nor any of its employees or
agents, has ever disposed of liquid, solid or semi-solid wastes on the Leased
Real Property or on any other premises on which the Business is or was
conducted. To the Knowledge of the Seller Parties, (i) no portion of the Irvine
Property contains, or has been used in any manner at any previous time for the
storage, disposal, treatment, processing, production, refinement, generation or
other handling of (except in the ordinary course of business in compliance in
all material respects with applicable Environmental Laws), any Hazardous
Substances; and (ii) there has been no contamination, whether of soil,
groundwater or otherwise, on, in, under or about the Irvine Property.

4.22 Real Property.

(a) Except for its interest in the Leased Real Property, Seller does not own
any right, title or interest in any real property nor has Seller ever owned any
real property.

(b) Schedule 4.22 contains a
list of all of the real property leased (or otherwise used) by Seller in
connection with the Business (collectively, the “Leased Real Property”), and identifies each Contract under which such
real property is leased (the “Existing Leases”).
Seller has delivered to Buyer true, correct and complete copies of the Existing
Leases, including all amendments, modifications, notices or memoranda of lease
thereto.

(c) With respect to each parcel of the Leased Real Property, except as
limited to the Irvine Property below or as set forth in Schedule 4.22, (i) the buildings and improvements included in
the Irvine Property (including, without limitation, the roof, the walls and all
plumbing, wiring, electrical, heating, air conditioning, fire protection and
other systems, as well as all paved areas, included therein or located thereat)
are in good working order, condition and repair, reasonable wear and tear
excepted, and are not in need of maintenance or repairs except for maintenance
or repairs which are routine, ordinary and are not material in costs; (ii)
Seller has received all approvals of all Governmental Authorities (including
Permits) required in connection with Seller’s use and operation of the Leased
Real Property, and Seller has operated and maintained the Leased Real Property
in accordance with all applicable Laws; (iii) there are no Contracts granting to
any person or entity (other than Seller) the right of use or occupancy of any
portion of the Leased Real Property, and there are no Persons (other than
Seller) in possession of any of the Leased Real Property, excepting Leased Real
Property that is shared or multi-tenant property; and (iv) there are no
outstanding options or rights of first refusal or similar rights to purchase any
of the Leased Real Property or any portion thereof or interest therein. To the
Knowledge of the Seller Parties, no event or condition currently exists which
would create a legal or other impediment to the use of any of the Leased Real
Property as currently used, or would increase the additional charges or other
sums payable by the tenant under any Existing Lease (including, without
limitation, any pending Tax reassessment or other special assessment affecting
the Leased Real Property). None of the Seller Parties has received notice from
any Governmental Authority of any violations of any Law affecting any portion of
the Leased Real Property. The Leased 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 currently conducted.

21







4.23 Product and Service Warranties. Except for warranties under applicable Law (if any) and except as set
forth on Schedule
4.23, (a) there are no
warranties, express or implied, written or oral, with respect to the products
and services of the Business, and (b) there are no pending or, to the Knowledge
of the Seller Parties, threatened claims or Liabilities with respect to any such
warranties. 

4.24 Relationship with Customers and Suppliers. Seller has delivered to Buyer a true, correct
and complete list of each customer of Seller to whom Seller sold products or
services during the year ended December 31, 2014, the year ended December 31,
2015, or the current year, together with, in each case, the amount billed during
such periods (each, a “Customer”). The Seller
Parties have not received notice from any Customer that such Customer is
canceling or otherwise materially reducing its usage or purchase of the products
and services of Seller, except as set forth in a written summary delivered to
Buyer. The Seller Parties have no grounds to believe that any Customer will
cancel or otherwise materially reduce its usage or purchase of the products and
services of the Business following the Closing. To the Knowledge of the Seller
Parties, no current supplier to Seller of items material to the conduct of the
Business has threatened to terminate or change the terms of its business
relationship with Seller for any reason.

4.25 Officers, Directors and Shareholders. Except as set forth on Schedule 4.25, Seller does not have any business relationship,
whether under any Contract or otherwise, with any Person who is an officer,
director or shareholder of Seller, or any of their respective spouses, children
or Affiliates, other than employment relationships in the ordinary course of
business. Except as set forth on Schedule 4.25, no officer,
director or shareholder of Seller, nor any spouse, child or Affiliate thereof,
has any interest in any competitor, supplier or customer of Seller, except for
immaterial interests in publicly held companies. 

4.26 Brokers and Finders. None
of the Seller Parties or any of their respective officers, directors, employees
or agents has employed any broker or finder or incurred any Liability for any
brokerage fees, commissions or finders’ fees in connection with the transactions
contemplated hereby. 

4.27 Material Misstatements or Omissions. No representation or warranty of any of the
Seller Parties made in this Agreement, nor any Schedule, document, statement,
certificate or other information furnished or to be furnished to Buyer by or on
behalf of any of the Seller Parties pursuant hereto or in connection with the
transactions contemplated hereby, contains (or will when furnished contain) any
untrue statement of a material fact, or omits (or will then omit) to state a
material fact necessary in order to make the statement of facts made therein not
misleading. 

ARTICLE V.
BUYER’S REPRESENTATIONS AND WARRANTIES


Buyer represents and warrants
to the Seller Parties, as of the Closing Date, as follows: 

22







5.1 Organization, Standing and Power. Buyer is a corporation duly formed, validly existing and in good
standing under the Laws of the State of Ohio. Buyer has all necessary corporate
power and authority to execute and deliver this Agreement and each other
Transaction Document to which Buyer is a party, to comply with the provisions
hereof and thereof and to consummate the transactions contemplated hereby and
thereby. 

5.2 Authority for Transaction.
Buyer’s execution and delivery of this Agreement and each other Transaction
Document to which Buyer is a party, its compliance with the provisions hereof
and thereof and the consummation of all of the transactions contemplated hereby
and thereby have been duly and validly authorized by all necessary corporate
action on the part of Buyer, and this Agreement and each other Transaction
Document to which Buyer is a party is valid and binding upon Buyer in accordance
with their respective terms. 

5.3 No Conflict. Neither the
execution and delivery of this Agreement or any other Transaction Document by
Buyer, nor compliance by Buyer with any of the provisions hereof or thereof, nor
the consummation of the transactions contemplated hereby or thereby will:


(a) conflict with or result in a breach of any provision of Buyer’s articles
of incorporation or code of regulations; 

(b) result in a default, or give rise to any right of termination,
cancellation or acceleration, under any term, condition or provision of any
Contract, Encumbrance or other instrument or obligation to which Buyer is a
party or by which it or any of its properties or assets may be bound;

(c) violate any Governmental Order or Law applicable to Buyer or any of its
properties or assets; or 

(d) require any consent, waiver or approval by, notice to or filing with any
Person, except for such consents, waivers, approvals, notices or filings set
forth in Schedule
5.3, all of have been obtained,
given or made. 

5.4 Legal Proceedings. There
is no Action pending or, to the Knowledge of Buyer, threatened against or
affecting Buyer or any of its assets which, if adversely determined, would
adversely affect the ability of Buyer to consummate the transactions
contemplated hereby. 

5.5 Brokers and Finders.
Neither Buyer nor any of its officers, directors, employees or agents has
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders’ fees in connection with the transactions contemplated
hereby. 

5.6 Material Misstatements or Omissions. No representation or warranty of Buyer made in
this Agreement, nor any Schedule, document, statement, certificate or other
information furnished or to be furnished to any of the Seller Parties by or on
behalf of Buyer pursuant hereto or in connection with the transactions
contemplated hereby, contains (or will when furnished contain) any untrue
statement of a material fact, or omits (or will then omit) to state a material
fact necessary in order to make the statement of facts made therein not
misleading. 

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ARTICLE VI.
SURVIVAL AND INDEMNIFICATION 

6.1 Survival or Representations, Warranties and Covenants. Subject to the provisions of this Agreement, the
representations and warranties contained in this Agreement shall survive the
Closing and shall remain in full force and effect until the date that is 18
months from the Closing Date; provided, however, that the representations and
warranties in Section 4.1, Section 4.2, Section 4.7, Section 4.17, Section 4.20,
Section 4.21, Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall survive as hereafter provided. The
Fundamental Representations contained in Section 4.17, Section 4.20 and Section
4.21 shall survive the Closing and shall remain in full force and effect for the
full period of all applicable statutes of limitations (giving effect to any
waiver, mitigation or extension thereof) plus 30 days; and all of the other
Fundamental Representations shall survive indefinitely. All covenants and
agreements of the Parties contained herein shall survive the Closing
indefinitely or for the period explicitly specified therein. 

6.2 Indemnification by Seller Parties. Subject to all of the terms and conditions of this Agreement including,
without limitation, Section 6.4, each of the Seller Parties jointly and
severally agrees to defend, indemnify and hold harmless each of Buyer and its
Affiliates and their respective Representatives, successors and assigns
(collectively, the “Buyer
Indemnified Parties”), from
and against any and all Losses suffered, sustained, incurred or required to be
paid by any Buyer Indemnified Party arising out of, based upon, in connection
with or as a result of: 

(a) any Liability, other than the Assumed Liabilities;

(b) any failure or breach of any representation or warranty of any of the
Seller Parties made in this Agreement or any other Transaction Document;


(c) any breach or nonfulfillment of any covenant or agreement of any of the
Seller Parties made in this Agreement or in any other Transaction
Document;

(d) any Excluded Asset;

(e) any arrangements or agreements made or alleged to have been made by any
of the Seller Parties with any broker, finder or other agent in connection with
the transactions contemplated by this Agreement; or 

(f) the Parties’ non-compliance with any applicable Laws of the State of
California pertaining to “bulk transfers” including, without limitation, Cal.
Rev. & Tax Code Sections 6811 and 6812 and the California Uniform Commercial
Code - Bulk Sales. 

6.3 Indemnification by Buyer.
Subject to all of the terms and conditions of this Agreement including, without
limitation, Section 6.4, Buyer shall be responsible for, and hereby agrees to
defend, indemnify and hold harmless the Seller Parties and their respective
Representatives, successors and assigns (collectively, “Seller Indemnified Parties”), from and against any and all Losses suffered,
sustained, incurred or required to be paid by any Seller Indemnified Party
arising out of, based upon, in connection with or as a result of: 

(a) any Assumed Liability; 

24







(b) any failure or breach of any representation or warranty of Buyer made in
this Agreement or any other Transaction Document;

(c) any breach or nonfulfillment of any covenant or agreement of Buyer made
in this Agreement or any other Transaction Document; or

(d) any arrangements or agreements made or alleged to have been made by Buyer
with any broker, finder or other agent in connection with the transactions
contemplated by this Agreement. 

6.4 Limitations on Indemnification.

(a) Notwithstanding the provisions of Section 6.2 and except as provided in
Section 6.4(b), the aggregate liability of the Seller Parties under 6.2(b) for
Losses arising from breaches of representations and warranties (other than the
Fundamental Representations) shall not exceed, in the aggregate, an amount equal
to 25% of the Purchase Price
(the “Cap”).

(b) Notwithstanding the provisions of Section 6.4(a), the Cap shall not apply
to (i) the Seller Parties’ indemnification obligations with respect to the
matters set forth in Section 6.2(a), Section 6.2(c), Section 6.2(d), Section
6.2(e), or Section 6.2(f), (ii) any breach of the Fundamental Representations;
(iii) the Seller Parties’ obligations pursuant to Section 2.6; or (iv) any facts
or circumstances which constitute fraud, intentional misrepresentation or
willful misconduct by any of the Seller Parties. 

(c) The obligation of the Seller Parties to indemnify Buyer Indemnified
Parties under Section 6.2(b) shall expire, with respect to any representation or
warranty, on the date on which the survival of such representation or warranty
shall expire in accordance with Section 6.1, except with respect to any Notice
of Claim which any Buyer Indemnified Parties have delivered to the Seller
Parties prior to such date, in which case the obligation of the Seller Parties
to indemnify Buyer Indemnified Parties shall continue until any Losses payable
to Buyer Indemnified Parties with respect to such Notice of Claim are finally
determined. Notwithstanding anything
in this Agreement to the contrary, any claims based on any facts or
circumstances which constitute fraud, intentional misrepresentation or willful
misconduct by any of the Seller Parties shall not be subject to the time
limitations set forth in this Section.

(d) The obligation of Buyer to indemnify Seller Indemnified Parties under
Section 6.3(b) shall expire, with respect to any representation or warranty, on
the date on which the survival of such representation or warranty shall expire
in accordance with Section 6.1, except with respect to any Notice of Claim which
any Seller Indemnified Parties have delivered to Buyer prior to such date, in
which case the obligation Buyer to indemnify Seller Indemnified Parties shall
continue until any Losses payable to Seller Indemnified Parties with respect to
such Notice of Claim are finally determined. Notwithstanding anything in this
Agreement to the contrary, any claims based on any facts or circumstances which
constitute fraud, intentional misrepresentation or willful misconduct by Buyer
shall not be subject to the time limitations set forth in this
Section.

25







(e) Except as otherwise provided in this Section 6.4(e), the rights and
remedies that a Party may have against another Party for claims for a breach of
any representation, warranty, covenant or obligation under this Agreement
are exclusively governed by this Agreement. Except as otherwise provided in this
Section 6.4(e), to the extent permitted by applicable Law, any further claims
and remedies, irrespective of the nature, amount or legal basis, are hereby
expressly waived and excluded; provided, however, that nothing in this Section
6.4(e) shall limit any Person’s right to seek and obtain (a) any equitable
relief (including claims for specific performance, injunctive relief or other
equitable remedy) to which any Person shall be entitled or (b) any remedy on
account of any Party’s fraud, intentional misrepresentation or willful
misconduct; or (c) any rights or remedies available to any Party under or in
respect of the other Transaction Documents. 

6.5 Indemnification Claim Procedures.

(a) If
any Buyer Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) believes that it has suffered or incurred or
will suffer or incur any Losses for which it is entitled to indemnification
under this Article VI, such Indemnified Party shall deliver to the Party or
Parties from whom indemnification is being claimed (an “Indemnifying Party”) reasonably prompt written notice of such claim
setting forth, in reasonable detail, the nature and basis of the claim and the
amount thereof, to the extent known, and any other relevant information in the
possession of the Indemnified Party (a “Notice of Claim”).
The Notice of Claim shall be accompanied by any relevant documents in the
possession of the Indemnified Party relating to the claim. Subject to the
provisions of this Agreement including, without limitation, Section 6.4(c) and
Section 6.4(d), the failure of an Indemnified Party to give any Notice of Claim
required by this Section shall not affect any of such Party’s rights under this
Article VI or otherwise except and to the extent that such failure is actually
prejudicial to the rights and obligations of the Indemnifying Party.
Notwithstanding anything herein to the contrary, if any Notice of Claim relates
to a Third Party Action, the procedures of Section 6.5(d) shall apply to such
Third Party Action.

(b) After an Indemnified Party has delivered a Notice of Claim requesting
payment from an Indemnifying Party for any Losses, the Indemnifying Party shall,
within 30 days of receipt of such Notice of Claim, (i) pay to the Indemnified
Party, in immediately available funds, the amount of Losses, or (ii) deliver to
the Indemnified Party written notice (a “Dispute Notice”) advising the Indemnified Party that it disputes
the claim for indemnification. If, within 30 days of receipt of such Notice of
Claim, the Indemnifying Party fails to pay said amount to the Indemnified Party
or deliver to the Indemnified Party a Dispute Notice the Indemnifying Party
shall be deemed to have accepted and agreed to such claim for indemnification (a
“Deemed
Acceptance”) and the
Indemnified Party may exercise any and all legal or equitable remedies available
to the Indemnified Party under this Agreement or otherwise with respect to such
Losses.

(c) If, within such 30 day period following receipt of the Notice of Claim,
the Indemnifying Party delivers a Dispute Notice with respect to the Indemnified
Party’s claim for indemnification for Losses, the Indemnifying Party and the
Indemnified Party agree that, prior to commencing any litigation or other
proceedings against the other concerning any matter in which such Party intends
to claim a right of indemnification, they will negotiate in good faith to
resolve any dispute with respect to such claim and to provide each other with
all relevant information relating to such dispute. If the Indemnifying Party and
the Indemnified Party are unable to resolve any such dispute within 30 days of
the delivery of a Dispute Notice (or such longer period as the Parties may agree
upon), the Indemnifying Party or the Indemnified Party may thereafter commence
litigation or other proceedings to resolve such dispute. The successful Party in
any such proceeding shall be entitled to reimbursement from the non-successful
Party for any and all of the successful Party’s costs and expenses including,
without limitation, reasonable attorneys’ fees, incurred in connection with such
proceeding.

26







(d) If
any Notice of Claim relates to any Action against any Indemnified Party by a
third party (a “Third Party
Action”), the Indemnifying
Party shall be entitled to participate in such Third Party Action and, at its
option, assume the defense thereof with its own counsel (to be reasonably
satisfactory to the Indemnified Party), at the Indemnifying Party’s sole
expense, by providing written notice to the Indemnified Party delivered within
30 days after the Indemnifying Party receives the Notice of Claim; provided,
however, that the Indemnifying Party shall not have the right to assume the
defense of any Third Party Action if the Indemnified Party shall have one or
more legal or equitable defenses available to the Indemnified Party which are
different from or in addition to those available to the Indemnifying Party, and,
in the reasonable opinion of counsel for the Indemnified Party, counsel for the
Indemnifying Party could not adequately represent the interests of the
Indemnified Party because such interests could be in conflict with those of the
Indemnifying Party. If the Indemnifying Party shall assume the defense of any
Third Party Action, the Indemnified Party shall be entitled to participate in
any Third Party Action at its expense. The Indemnifying Party shall not consent
to the entry of a judgment with respect to the Third Party Action or enter into
any settlement that involves anything other than the payment of money by the
Indemnified Party without the Indemnified Party’s prior written consent (which
shall not be unreasonably withheld or delayed). Whether or not the Indemnifying
Party assumes the defense of any Third Party Action, the Indemnified Party shall
not admit any liability with respect to, or settle, compromise or discharge,
such Third Party Action without the Indemnifying Party’s prior written consent
(which consent shall not be unreasonably withheld). The Indemnified Party shall
provide the Indemnifying Party with access to its records and personnel relating
to any such Third Party Action during normal business hours and shall otherwise
cooperate with the Indemnifying Party in the defense or settlement thereof.


6.6 Recoupment Against Holdback. Subject to the notice, dispute and other procedures in Section 6.5, the
Seller Parties agree that any payments which may be due to Seller from Buyer
pursuant to Section 2.7 with respect to the Holdback Amount may be used by Buyer
to satisfy (i) Seller’s indemnification obligations with respect to any claim
for Losses required to be paid by the Seller Parties pursuant to Section 6.2;
(ii) any obligation of the Seller Parties to pay Buyer the Net Adjustment
Payment pursuant to Section 2.6(d), which right may be exercised at any time
after the Net Adjustment Payment is determined in accordance with Section 2.6(b)
(provided the Seller Parties do not otherwise timely pay the Net Adjustment
Payment to Buyer pursuant to Section 2.6(d)); and (iii) any obligation of the
Seller Parties to pay Buyer for Uncollected Receivables pursuant to Section 8.9,
which right may be exercised at any time after Buyer’s delivery of notice of the
Uncollected Receivables in accordance with Section 8.9 (provided the Seller
Parties do not otherwise timely pay the amount of Uncollected Receivables to
Buyer pursuant to Section 8.9). If, at the time payment of the Holdback Amount
is due to Seller pursuant to Section 2.7, there is a pending Notice of Claim by
Buyer against any of the Seller Parties for indemnification pursuant to this
Article VI, then Buyer may withhold from the payment of the Holdback Amount then
due to Seller an amount that Buyer reasonably deems necessary to fully satisfy
the claim described in such Notice of Claim, and instead hold such amount until
there is a final resolution of such claim (at which time Buyer may set off the
amount necessary to satisfy the claim, and pay the balance, if any, to Seller).
Any portion of the Holdback Amount not so set-off or held pursuant to this
Section 6.6 shall be timely paid to Seller when due pursuant to Section
2.7.

27







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

6.8 Effect of Investigation.
The representations, warranties and covenants of the Indemnifying Party, and the
Indemnified Party’s right to indemnification with respect thereto, shall not be
affected or deemed waived by reason of any investigation made by or on behalf of
the Indemnified Party (including by any of its Representatives).

ARTICLE VII.
CLOSING 

7.1 Closing. The Closing shall
take place simultaneously with the execution of this Agreement on the date of
this Agreement (the “Closing
Date”), and the Closing shall be deemed to occur
effective as of 12:01 a.m. on the Closing Date. The Closing shall take place at
a location acceptable to the Parties, and may be completed remotely through the
exchange of signature pages by electronic means. The Parties shall take such
actions, including the delivery of documents in escrow or by facsimile or
e-mail, in order to facilitate completion on the Closing Date of all of the
transactions contemplated hereby. Each Party’s obligations to consummate the
transactions contemplated pursuant to this Agreement shall be conditioned on the
other Party delivering at the Closing each of the documents or items required to
be delivered by such other Party under Section 7.2 or Section 7.3, as
applicable.

7.2 Closing Deliveries of Seller Parties. At (or prior to) the Closing, the Seller Parties
shall deliver to Buyer the following: 

(a) A
certificate, duly executed by the Secretary of Seller, containing true, correct
and complete copies of the following: 

(i) Certificate of the Secretary of the State of California, attesting to the
good standing of Seller in such jurisdiction as of a date reasonably proximate
to the Closing Date; 

(ii) A
copy of the certificate of incorporation of Seller and of all amendments
thereto, certified by the Secretary of the State of California; 

(iii) A
copy of the by-laws of the Seller as amended through the Closing Date; and


(iv) a
copy of all actions taken by Seller’s Board of Directors and by Seller’s
shareholders approving this Agreement and the transactions contemplated hereby;


28







(b) A
Bill of Sale, duly executed by Seller, in a form reasonably acceptable to Buyer
and Seller, conveying the Purchased Assets to Buyer free and clear of all
Encumbrances; 

(c) Certificates of title for all title motor vehicles included in the
Purchased Assets, duly endorsed for transfer to Buyer; 

(d) An
Assignment and Assumption Agreement, duly executed by Seller, with respect to
each of the Assigned Contracts, in a form or forms reasonably acceptable to
Buyer and Seller (collectively, the “Assignment and Assumption Agreement”), together with all consents and approvals as may
be required in connection with the assignment by Seller and the assumption by
Buyer of the Assigned Contracts;

(e) The Restrictive Covenant Agreement, duly executed by each of the Seller
Parties; 

(f) The Consulting Agreement, duly executed by LaPlante; 

(g) The Irvine Lease, duly executed by MelChris;

(h) A
written acceptance of an employment offer letter whereby Wirth agrees to become
an employee of Buyer after Closing, duly executed by Wirth, as provided in
Section 8.8;

(i) A
Non-Competition, Non-Solicitation and Non-Disclosure Agreement in favor of Buyer
in a form acceptable to Buyer, duly executed by Wirth; 

(j) The Closing Statement, duly executed by each of the Seller Parties; and


(k) Such other instruments and documents necessary to transfer title in the
Purchased Assets to the Buyer or to consummate any of the other transactions
contemplated hereby as shall have been reasonably requested by counsel to Buyer
on or before the Closing Date.

7.3 Closing Deliveries of Buyer. At (or prior to) the Closing, Buyer shall deliver to the Seller Parties
the following: 

(a) The Closing Cash Payment; 

(b) The Irvine Lease, duly executed by Buyer; 

(c) The Assignment and Assumption Agreement, duly executed by Buyer;


(d) The Consulting Agreement, duly executed by Buyer; 

(e) The Closing Statement, duly executed by Buyer; 

(f) An
employment offer letter for Wirth, duly executed by Buyer, as provided in
Section 8.8; and

(g) Such other instruments and documents necessary to consummate any of the
transactions contemplated hereby as shall have been reasonably requested by
counsel to Seller on or before the Closing Date. 

29







ARTICLE VIII.
FURTHER COVENANTS 

8.1 Taxes.

(a) All sales or use Taxes payable by reason of the sale and transfer of any
of the Purchased Assets hereunder shall be paid by Buyer.

(b) Without limiting the generality of Section 3.1, Seller shall be and
remain responsible for all (and Buyer shall not assume any) Liabilities for
Taxes of Seller of any kind or description including, without limitation, any
Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities
for periods prior to the Closing. Each of Seller and Buyer shall pay Taxes for
which it is responsible (and file all Tax Returns) when due. 

(c) If
requested by Buyer, Seller shall notify all of the Taxing authorities in the
jurisdictions that impose Taxes on Seller or where Seller 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 Seller. If any Taxing authority asserts
that Seller is liable for any Tax, Seller shall promptly pay any and all such
amounts and shall provide evidence to Buyer that such Liabilities have been paid
in full or otherwise satisfied. 

8.2 Expenses of the Parties.
Except as otherwise expressly provided in this Agreement, all expenses involved
in the preparation, negotiation, authorization and consummation of this
Agreement and the transactions contemplated hereby, including all fees and
expenses of Representatives, shall be borne solely by the Party who shall have
incurred the same, and no other Party shall have any responsibility with respect
thereto. 

8.3 Confidentiality. Except
for necessary disclosure to such Party’s directors, officers, employees,
counsel, accountants, bankers and other agents, and except for the disclosure
contemplated by Section 8.6 or this Section 8.3, each Party shall keep the
provisions of this Agreement confidential both prior and subsequent to the
Closing Date. Without limiting the generality of the foregoing and except as
otherwise provided in this Section, no Party shall make any press release or
announcement with respect to the transactions contemplated hereby without the
prior consent of Buyer and Seller, unless such Party determines, upon the advice
of counsel, that such action is required by Law or the rules or regulations of
any stock exchange or relevant Governmental Authority to which such party is
subject. Notwithstanding anything in this Section 8.3 to the contrary, following
the Closing Buyer may, without the prior consent of Seller, disclose in a press
release or other format the existence of this Agreement with Seller and such
additional information related to the transactions contemplated hereby as Buyer
may be required to disclose under Law or the rules or regulations of any stock
exchange or relevant Governmental Authority.

8.4 Non-Disclosure; Non-Solicitation and Non-Competition. At the Closing, each of the Seller Parties shall
execute a Non-Competition, Non-Solicitation and Non-Disclosure Agreement in
favor of Buyer in the form attached hereto as Exhibit B (the “Restrictive Covenant
Agreement”).

30







8.5 Consulting Agreement. At
the Closing, Buyer and LaPlante shall execute a Consulting Agreement in
substantially the form attached hereto as Exhibit C (the
“Consulting
Agreement”). 

8.6 Notices to and Consents of Third Parties. Buyer and each of the Seller Parties shall in a
timely fashion give all notices to and make all filings with all governmental
authorities and other Persons required to be given or made by such Party under
any license, authorization, Contract or other instrument or otherwise in
connection with the transactions contemplated by this Agreement including,
without limitation, those described on Schedule 4.3 and
Schedule 5.3.

8.7 Further Assurances. Each
Party shall cooperate with the others, take such further action, and execute and
deliver such further documents, as may be reasonably requested by any other
Party in order to carry out the terms and purposes of this Agreement. Without
limiting the generality of the foregoing, from and after the Closing Date:


(a) Each Party shall file all Tax Returns consistent with the allocation of
the Purchase Price set forth in Schedule 2.4, and no Party
shall take any position on audit or in litigation which is inconsistent with
such allocation if such position would result in the payment of any additional
Tax by, or the disallowance of any deduction or credit to, any other Party; and


(b) On
the request of Buyer, the Seller Parties shall take such action and deliver to
Buyer such further instruments of assignment, conveyance or transfer and other
documents of further assurance as in the reasonable opinion of counsel to Buyer
may be reasonably desirable to assure, complete and evidence the full and
effective transfer, conveyance and assignment of the Purchased Assets and
possession thereof to Buyer, its successors and assigns, and the performance of
this Agreement by the Seller Parties in all respects. In addition, on the
request of Buyer, the Seller Parties shall provide Buyer with such advice and
assistance as may be reasonably necessary or appropriate to convey to Buyer the
proprietary information, know-how and other intellectual property included in
the Purchased Assets. 

8.8 Employees and COBRA Compliance. Effective as of the Closing, Buyer shall offer at-will employment to
Wirth, on terms acceptable to Buyer. Whether or not Buyer hires after the
Closing any employees of Seller (including LaPlante or Wirth), Seller shall be
responsible for all compensation and benefits (including, without limitation,
salary, bonus, accrued vacation, any benefits attributable to compensation and
service earned prior to the Closing, and sick pay) accruing prior to the Closing
Date, except as otherwise provided in this Section with respect to the Accrued
Vacation Credit. Without limiting the generality of Section 3.2, Buyer is not
assuming any obligations or Liability (i) to any of Seller’s employees for sick
or vacation pay or other benefits (except as otherwise provided in this Section
with respect to the Accrued Vacation Credit), or (ii) under any Employee Benefit
Plan. With respect to any employee of Seller that Buyer hires as of the Closing
Date, Buyer shall recognize, assume and honor, subject to and in accordance with
Buyer’s vacation policies, the unused and accrued vacation, as of the Closing
Date, for all of such employees, as set forth on a schedule delivered by Seller
to Buyer on the Closing Date (the “Accrued Vacation Credit”). Seller agrees and acknowledges that all COBRA obligations arising with
respect to the Purchased Assets or Seller’s Business prior to or in connection
with the transactions contemplated by this Agreement are and shall remain the
sole responsibility of Seller, regardless of which Party is responsible under
the COBRA regulations. Notwithstanding the foregoing, in no event shall Seller
have any COBRA obligations with respect to an individual who experiences a COBRA
qualifying event under Buyer’s group health plan.

31







8.9 Uncollected Receivables.
If, during the eight-month period beginning on the Closing Date (the
“Collection
Period”), Buyer does not
collect in full any of the Accounts Receivable of Seller included in the
Purchased Assets, then Buyer shall deliver to the Seller Parties written notice
identifying all such Accounts Receivable that were not so collected
(“Uncollected
Receivables”). Within 10 days
of receipt of such notice from Buyer, the Seller Parties, jointly and severally,
shall pay to Buyer an amount equal to the lesser of: (a) $38,000 or (b) the
total amount of Uncollected Receivables (or authorize Buyer in writing to offset
such applicable amount against the Holdback Amount in accordance with Section
6.6). If the Seller Parties fail to pay when due the amount of Uncollected
Receivables due pursuant to this Section then, in addition to any other rights
and remedies available to Buyer (and notwithstanding any failure by the Seller
Parties to authorize such offset as provided above), Buyer shall have the right
to offset such applicable amounts against the Holdback Amount, subject to and in
accordance with the terms of Section 6.6. Upon receipt of the applicable payment
from the Seller Parties for the Uncollected Receivables (or upon offset of such
amount from the Holdback Amount), Buyer shall assign, without recourse, the
Uncollected Receivables (or pro-rata portion thereof) to Seller, and Seller
shall thereafter be entitled to take reasonable actions to collect, for Seller’s
benefit, the Uncollected Receivables (or pro-rata portion thereof). During the
Collection Period, Buyer shall use commercially reasonable efforts to collect
the Accounts Receivable (but Buyer shall not be obligated to bring collection
actions to collect any such accounts from an account debtor). Buyer shall apply
amounts received during the Collection Period from customers in payment of
accounts receivables (including the Accounts Receivable) to the specific
outstanding invoice to which such payment relates.

ARTICLE IX.
GENERAL PROVISIONS 

9.1 Amendment and Waiver. This
Agreement may be amended only by a writing executed by each of the Parties. No
waiver of compliance with any provision or condition hereof, and no consent
provided for herein, shall be effective unless evidenced by an instrument in
writing duly executed by the Party sought to be charged therewith. No failure on
the part of any Party to exercise, and no delay in exercising, any of its rights
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by any Party of any right preclude any other or future exercise thereof
or the exercise of any other right. 

9.2 Assignment. No Party shall
assign or attempt to assign any of its rights or obligations under this
Agreement without the prior written consent of each of the other Parties.


9.3 Notices. Each notice,
report, demand, waiver, consent and other communication required or permitted to
be given hereunder shall be in writing and shall be sent either by registered or
certified first-class mail, postage prepaid and return receipt requested, or by
facsimile or e-mail, addressed as follows: 

32







	       If to
      Buyer:	Transcat,
      Inc.
		35 Vantage Point
      Drive
		Rochester, New
      York 14624
		Attention: Chief
      Financial Officer
		Fax: (585) 352-7788 
		e-mail:
      mtschiderer@transcat.com
	 
	       with a copy
      to:	Harter, Secrest
      & Emery LLP
		1600 Bausch &
      Lomb Place
		Rochester, New
      York 14604
		Attention: James
      M. Jenkins, Esq.
		Fax: (585) 232-2152 
		e-mail:
      jjenkins@hselaw.com
	 
	       If to any of the
      Seller Parties, to:
	 
		Excalibur
      Engineering, Inc.
		9201 Irvine
      Blvd.
		Irvine, CA
      92618
		Attention:
      Christopher LaPlante, President
		Fax: (949) 246-2252 
		e-mail:
      evochris@outlook.com
	 
	       with a copy
      to:	InterFocus Law,
      LLP
		580 California
      Street, Suite 1200
		San Francisco, CA
      94104
		Attention: James
      Prenton, Esq.
		Fax: (415) 625-9770 
		e-mail:
      james@interfocuslaw.com



Each such notice and other
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and other communication given by facsimile or e-mail shall be deemed
to have been given when it is so transmitted and the appropriate answerback is
received. Any Party may change its address for the purpose hereof by giving
notice in accordance with the provisions of this Section 9.3. 

9.4 Binding Effect. Subject to
the provisions of Section 9.2, this Agreement shall be binding upon and shall
inure to the benefit of the Parties and their respective successors and
permitted assigns. This Agreement creates no rights of any nature in any Person
not a party hereto. 

33







9.5 Governing Law; Venue. This
Agreement shall be governed by and construed in accordance with the Laws of the
State of New York applicable to agreements made and to be performed entirely
within such State. Any legal suit, action or proceeding arising out of or
related to this Agreement or the matters contemplated hereunder shall be
instituted exclusively in the federal courts of the United States or the courts
of the State of New York in each case located in the City of Rochester
and County of Monroe, and each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding and waives
any objection based on improper venue or forum non conveniens.
Service of process, summons, notice or other document by mail to such Party’s
address set forth herein shall be effective service of process for any suit,
action or other proceeding brought in any such court. Each Party hereby waives
the right to a trial by jury.

9.6 Effect of Agreement. This
Agreement sets forth the entire understanding of the Parties with respect to the
subject matter hereof, and supersedes any and all prior agreements, arrangements
and understandings, written or oral, relating to the subject matter hereof.


9.7 Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable Law, but if any provision of this
Agreement shall be prohibited or invalid under applicable Law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. 

9.8 Negotiated Transaction.
The provisions of this Agreement were negotiated by the Parties hereto and this
Agreement shall be deemed to have been drafted by all the Parties hereto,
notwithstanding any presumptions at law to the contrary. Each of the Parties
hereto has had the opportunity to seek legal and/or other professional counsel
in connection with the negotiation and drafting of this Agreement and with
respect to the consummation of the transactions contemplated hereby. 

9.9 Headings; Counterparts.
The Article and Section headings of this Agreement are for convenience of
reference only and do not form a part hereof and do not in any way modify,
interpret or construe the intention of the Parties. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


[Signature page follows]


34







In Witness Whereof, the Parties have duly executed this Asset Purchase Agreement on the
date first written above. 


Transcat, Inc.

 

	By:  	/s/ Michael J. Tschiderer	 
		Michael J.
      Tschiderer, Chief Financial Officer



Excalibur Engineering, Inc.

 


	By:  	/s/ Christopher M. LaPlante	 
		Christopher M.
      LaPlante, President



Christopher LaPlante Family Trust 

Dated 12/23/97 
 

	By:  	/s/ Christopher M. LaPlante	 
		Christopher M.
      LaPlante, Trustee


 

	/s/ Christopher M.
      LaPlante	 
	Christopher M.
      LaPlante












Table of Schedules and Exhibits

Upon request, Transcat, Inc.
will furnish supplementally a copy of any schedule or exhibit to this Asset
Purchase Agreement to the Securities and Exchange Commission. 

	Schedules
	Schedule 2.1(b) –
      Tangible Personal Property
	Schedule 2.1(e) -
      Deposits and Prepaid Expenses
	Schedule 2.1(f) -
      Assigned Contracts
	Schedule 2.1(g) –
      Intellectual Property
	Schedule 2.2 –
      Excluded Assets
	Schedule 2.4 –
      Purchase Price Allocation
	Schedule 4.1 –
      Shareholders
	Schedule 4.3 –
      Seller Conflicts
	Schedule 4.6 –
      Absence of Change
	Schedule 4.8(b) –
      Compliance with Laws (Permits)
	Schedule 4.9 -
      Condition of Purchased Assets
	Schedule 4.16 –
      Legal Proceedings
	Schedule 4.18 –
      Insurance
	Schedule 4.19 –
      Labor Relations and Employment Issues
	Schedule 4.20 –
      Employee Benefits
	Schedule 4.22 –
      Leased Real Property; Existing Leases
	Schedule 4.23 –
      Product and Service Warranties
	Schedule 4.25 –
      Officers, Directors and Shareholders
	Schedule 5.3 –
      Buyer Conflicts
	 
	Exhibits
	Exhibit A – Form
      of Lease Agreement
	Exhibit B - Form
      of Restrictive Covenant Agreement
	Exhibit C - Form
      of Consulting Agreement