Exhibit 10.1
 EXECUTION VERSION
 ASSET PURCHASE AGREEMENT
 BY AND AMONG
 ASSEMBLY COMPONENT SYSTEMS, INC.,
 LAWSON PRODUCTS, INC.,
 SUPPLY TECHNOLOGIES LLC
 AND
 PARK-OHIO INDUSTRIES, INC.
 DATED AS OF AUGUST 31, 2010




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.1 Definitions
    
    
    1Section 1.2 Interpretation; Construction
    
    
    9ARTICLE II PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
    
    
    9Section 2.1 Purchase of Seller Assets and Assumption of Seller Liabilities
    
    
    9Section 2.2 Purchase of Maquiladora Assets and Assumption of Maquiladora Liabilities
    
    
    10Section 2.3 Purchased and Excluded Assets
    
    
    10Section 2.4 Assumed and Excluded Liabilities
    
    
    13ARTICLE III PURCHASE PRICE AND CLOSINGS
    
    
    13Section 3.1 Closing
    
    
    13Section 3.2 Maquiladora Closing
    
    
    14Section 3.3 Purchase Price
    
    
    14Section 3.4 Purchase Price Adjustment
    
    
    14Section 3.5 Allocation of Purchase Price
    
    
    15ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER
    
    
    16Section 4.1 Organization
    
    
    16Section 4.2 Authorization of Transaction
    
    
    16Section 4.3 Noncontravention; Consents
    
    
    16Section 4.4 Financial Statements
    
    
    17Section 4.5 Absence of Certain Changes
    
    
    17Section 4.6 Title to and Sufficiency of Assets
    
    
    18Section 4.7 Contracts
    
    
    19Section 4.8 Real Property
    
    
    19Section 4.9 Intellectual Property
    
    
    20Section 4.10 Tax Matters
    
    
    21Section 4.11 Legal Compliance; Permits
    
    
    21Section 4.12 Litigation
    
    
    22Section 4.13 Product Liability; Product Warranties
    
    
    22Section 4.14 Employees and Employee Benefits
    
    
    22
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TABLE OF CONTENTS
 PageSection 4.15 Environmental
    
    
    23Section 4.16 Customers and Suppliers
    
    
    23Section 4.17 Brokers Fees
    
    
    24Section 4.18 Insurance
    
    
    24Section 4.19 Accounts Receivable
    
    
    24Section 4.20 Inventory
    
    
    24Section 4.21 LIMITATIONS ON REPRESENTATIONS AND WARRANTIES
    
    
    24ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER
    
    
    25Section 5.1 Organization
    
    
    25Section 5.2 Authorization of Transaction
    
    
    25Section 5.3 Noncontravention; Consents
    
    
    25Section 5.4 Litigation
    
    
    26Section 5.5 Availability of Funds
    
    
    26Section 5.6 Investigation
    
    
    26Section 5.7 Brokers Fees
    
    
    26Section 5.8 LIMITATIONS ON THE SELLERS REPRESENTATIONS AND WARRANTIES
    
    
    26ARTICLE VI COVENANTS
    
    
    27Section 6.1 General
    
    
    27Section 6.2 Consents; Nonassignable Contracts
    
    
    27Section 6.3 Apportioned Obligations
    
    
    28Section 6.4 Agreements Regarding Employee Matters
    
    
    29Section 6.5 Agreements Regarding Tax Matters
    
    
    30Section 6.6 Preservation of Records
    
    
    31Section 6.7 Sellers Obligation to Change its Name
    
    
    32Section 6.8 Non-Competition; Non-Solicitation
    
    
    32ARTICLE VII CLOSING DELIVERIES AND CONDITIONS
    
    
    33Section 7.1 Closing Deliveries of the Seller
    
    
    33Section 7.2 Closing Deliveries of the Buyer
    
    
    34Section 7.2 Conditions to the Maquiladora Closing
    
    
    34
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TABLE OF CONTENTS
 PageARTICLE VIII REMEDIES
    
    
    35Section 8.1 Survival
    
    
    35Section 8.2 Indemnification by the Seller
    
    
    36Section 8.3 Indemnification by the Buyer
    
    
    36Section 8.4 Exclusive Remedy
    
    
    37Section 8.5 Procedures for Indemnification of Third Party Claims
    
    
    37Section 8.6 Certain Limitations
    
    
    38Section 8.7 Treatment of Indemnity Payments
    
    
    39Section 8.8 Mitigation
    
    
    39ARTICLE IX MISCELLANEOUS
    
    
    39Section 9.1 Notices
    
    
    39Section 9.2 Expenses; No Offset
    
    
    40Section 9.3 Disclosure Schedules
    
    
    40Section 9.4 Bulk Sales or Transfer Laws
    
    
    41Section 9.5 Assignment; Successors and Assigns
    
    
    41Section 9.6 Amendment; Waiver
    
    
    41Section 9.7 Severability
    
    
    41Section 9.8 Counterparts
    
    
    41Section 9.9 Descriptive Headings
    
    
    41Section 9.10 No Third-Party Beneficiaries
    
    
    41Section 9.11 Exhibits and Schedules
    
    
    41Section 9.12 Governing Law
    
    
    42Section 9.13 Forum Selection; Consent to Service of Process; Waiver of Jury Trial
    
    
    42Section 9.14 Entire Agreement
    
    
    42Section 9.15 Confidentiality; Public Announcement
    
    
    42Section 9.16 Parent Guaranty
    
    
    43Section 9.17 Buyer Parent Guaranty
    
    
    43
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ASSET PURCHASE AGREEMENT
 Agreement Seller Section 9.16 Parent Buyer Section 9.17 Buyer Parent
 Maquiladora Entity Sellers Business
   ARTICLE I
DEFINITIONS
 Section 1.1 Definitions
 Action
 Active Employees Section 6.4(a)
 Affiliates
 Agreement Preamble
 Allocation Section 3.5




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Ancillary Documents
 Apportioned Obligations
 Article
 Assignment and Assumption of Leases Section 7.1(c)
 Assumed Liabilities Section 2.4(a)
 Benefit Plans
 Business Recitals
 Business Day
 Buyer Preamble
 Buyer Parent Preamble
 Buyer Claims Section 8.2(a)
 Buyer Indemnified Party Section 8.2(a)
 Buyer Material Adverse Effect Section 5.1
 CERCLA
 Claim Notice Section 8.5(a)
 Claims Section 8.3(a)
 Closing Section 3.1
 Closing Date Section 3.1
  2




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Closing Date Net Working Capital Section 3.4(a)
 Closing Payment Section 3.3
 COBRA
 Code
 Confidential Information
 Contracts
 Disclosure Schedules
 Dollars $
 Employee Pension Benefit Plan
 Employee Welfare Benefit Plan
 Employee Withholding Documents Section 6.4(e)
 Environmental Laws
 ERISA
  3




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ERISA Affiliate
 Excluded Assets Section 2.3(b)
 Excluded Liabilities Section 2.4(b)
 Exhibit
 Final Statement Section 3.4(c)
 Financial Statements Section 4.4(a)
 Fundamental Representations Section 8.1
 GAAP
 Governmental Entity
 Hazardous Materials
 Indebtedness
  4




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Indemnified Party Section 8.1
 Indemnifying Party Section 8.1
 Intellectual Property
 Law
 Leased Facilities Section 4.8(a)
 Leases Section 4.8(a)
 Lien
 Losses
 Maquiladora Closing Section 3.2
 Maquiladora Closing Date Section 3.2
 Maquiladora Entity Recitals
 Material Adverse Effect provided however
  5




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Material Contracts Section 4.7(a)
 Net Working Capital
 Neutral Auditor Section 3.4(c)
 Note Section 3.3
 Objection Notice Section 3.4(b)
 Parent Preamble
 Parties Section 9.16 Section 9.17 Party Section 9.17 Section 9.16
 Permits
 Permitted Liens
 Person
  6




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Preliminary Statement Section 3.4(a)
 Purchase Price Section 3.3
 Purchased Assets Section 2.3(a)
 Purchased Contracts Section 2. 3(a)(iii)
 Purchased Intellectual Property Schedule 4.9
 Recent Balance Sheets Section 4.4(a)
 Release
 Resolution Period Section 3.4(b)
 Restricted Business Section 6.8(a)
 Restricted Period Section 6.8(a)
 Restrictive Covenants Section 6.8(d)
 Review Period Section 3.4(b)
 Schedule
 Section
 Seller Preamble
 Seller Claims Section 8.3(a)
 Seller Indemnified Parties Section 8.3(a)
 Sellers Knowledge
  7




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Sellers Recitals
 Software
 Specified Consent Section 6.2(b)
 Specified Contract Section 6.2(b)
 Specified Liabilities Schedule A
 Standard Procedure Section 6.4(e)
 Straddle Period
 Subsidiary Subsidiaries Subsidiary
 Tax Taxes
 Tax Matter Section 6.5(b)
 Tax Returns
  8




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Third Party Claim Section 8.5(a)
 Transfer Taxes Section 6.5(d)
 Transferred Employees Section 6.4(a)
 Transition Services Agreement Section 7.1(a)
 United States U.S.
 U.S. Bill of Sale and Assignment and Assumption Agreement Section 7.1(b)
 WARN Act
 Section 1.2 Interpretation; Construction
 ARTICLE II
PURCHASE AND SALE OF ASSETS
AND ASSUMPTION OF LIABILITIES
 Section 2.1 Purchase of Seller Assets and Assumption of Seller Liabilities
  provided however
  9




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Section 2.2 Purchase of Maquiladora Assets and Assumption of Maquiladora Liabilities
  provided however
 Section 2.3 Purchased and Excluded Assets
 Purchased Assets
   Schedule 2.3(a)(iii) Purchased Contracts
 Schedule 2.3(a)(iv)
    10




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Schedule 2.3(a)(xiv)
 Section 2.3(a) Excluded Assets
     11




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Schedule
2.3(b)(xiii)
  12




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Section 2.4 Assumed and Excluded Liabilities
 Assumed Liabilities
     Excluded Liabilities Schedule 2.4(b)
 ARTICLE III
PURCHASE PRICE AND CLOSINGS
 Section 3.1 Closing Section 3.2 Closing Closing Date
  13




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Section 3.2 Maquiladora Closing Section 2.2 Maquiladora Closing Section 7.3 Maquiladora Closing Date
 Section 3.3 Purchase Price Closing Payment Exhibit A Note plus plus Section 3.4 Section 8.7 Purchase Price
 Section 3.4 Purchase Price Adjustment
 Preliminary Statement Closing Date Net
Working Capital
 Review Period Objection Notice Section 3.4(b) Resolution Period
  14




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Section 3.4(b) Section 3.4(b)
 Neutral Auditor Section 3. 4(b) Section 3.4(c) Final Statement
  Section 3.4
 Section 3.5 Allocation of Purchase Price Schedule 3.5
  15




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Allocation
 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
  Section 4.1 Organization
 Section 4.2 Authorization of Transaction.
 Section 4.3 Noncontravention; Consents
   16




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Section 4.4 Financial Statements
 Schedule 4.4 Recent Balance Sheets Financial
Statements
  Section 4.5 Absence of Certain Changes
   17




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Section 4.6 Title to and Sufficiency of Assets
  18




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Section 4.7 Contracts
 Schedule 4.7 Material Contracts
  Section 4.8 Real Property
 Schedule 4.8
  19




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Leased Facilities Lease Leases Schedule 4.8
  Section 4.9 Intellectual Property
 Schedule 4.9 Schedule 4.9
  20




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Section 4.10 Tax Matters
     Section 4.11 Legal Compliance; Permits
   21




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Section 4.12 Litigation
 Section 4.13 Product Liability; Product Warranties
 Section 4.14 Employees and Employee Benefits
 Schedule 4.14(a)
  Schedule 4.14(c)
  22




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Section 4.15 Environmental
 Schedule 4.15
   Section 4.16 Customers and Suppliers
 Schedule 4.16(a)
 Schedule 4.16(b)
  23




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Section 4.17 Brokers Fees.
 Section 4.18 Insurance Schedule 4.18
 Section 4.19 Accounts Receivable
 Section 4.20 Inventory Schedule 4.20
 Section 4.21 LIMITATIONS ON REPRESENTATIONS AND WARRANTIES ARTICLE IV ARTICLE
IV
  24




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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYER
  Section 5.1 Organization Buyer Material Adverse Effect
 Section 5.2 Authorization of Transaction.
 Section 5.3 Noncontravention; Consents
    25




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Section 5.4 Litigation
 Section 5.5 Availability of Funds
 Section 5.6 Investigation.
 Section 5.7 Brokers Fees.
 Section 5.8 LIMITATIONS ON THE SELLERS REPRESENTATIONS AND WARRANTIES. ARTICLE IV ARTICLE IV
  26




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ARTICLE VI
COVENANTS
 Section 6.1 General
 Section 6.2 Consents; Nonassignable Contracts
 provided provided further
 Specified Contract Specified
Consent
 provided
 Section 6.2(c)
  27




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Section 6.2(a)
 Section 6.2 Section 6.2(e)
 Section 6.3 Apportioned Obligations. Section 6.3 Section 6.3
  28




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Section 6.3
 Section 6.4 Agreements Regarding Employee Matters
 Active Employee Transferred Employees
  Buyer Plans provided
  29




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Standard Procedure Employee Withholding Documents
  Section 6.4
 Section 6.5 Agreements Regarding Tax Matters
   30




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Tax Matter
 Section Section 6.3
 Transfer Taxes
 Section 6.6 Preservation of Records provided
  31




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Section 6.7 Sellers Obligation to Change its Name
 Section 6.8 Non-Competition; Non-Solicitation
 Section 6.8 Section 6.8 Restricted Period Restricted Business
 Section 6. 8(a) provided Section 6.8
   32




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provided
 Section 6.8 Restrictive Covenants Section 6.8 Section 6.8
  ARTICLE VII
CLOSING DELIVERIES AND CONDITIONS
 Section 7.1 Closing Deliveries of the Seller.
 Exhibit B Transition Services Agreement
 Exhibit C U.S. Bill of Sale and
Assignment and Assumption Agreement
 Exhibit D Assignment and Assumption of Leases
  33




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Section 7.2 Closing Deliveries of the Buyer.
      Section 7.3 Conditions to the Maquiladora Closing.
   provided
  34




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ARTICLE VIII
REMEDIES
 Section 8.1 Survival. Section 4.2 (Authorization
of Transaction) Section 4.6 (Title to and Sufficiency of Assets) Section 4.17 (Brokers Fees) Section 5.2 (Authorization of Transaction) Section 5.7 (Brokers Fees) Fundamental Representations Section 4.10 (Tax Matters) Section 4.9 (Intellectual Property) Section 4.14 (Employees and Employee Benefits) Section
4.15 (Environmental)
  35




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Section 8.1 ARTICLE VIII Indemnified Party Indemnifying Party Section 8.1
 Section 8.2 Indemnification by the Seller
 ARTICLE VIII Buyer Indemnified Party Buyer Claims
 Section 8.1 provided
 Section 8.1
  Section 8. 2(a)(i) provided Section 8. 2(b)
 Section 8.3 Indemnification by the Buyer
 ARTICLE VIII Seller Indemnified Parties Seller Claims Claims
  36




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Section 8.1 provided
 Section 8.1
  Section 2.4(b)
 Section 8. 3(a)(i) provided Section 8. 3(b)
 Section 8.4 Exclusive Remedy ARTICLE VIII Section 8.4 Section 6.8 Section 9.15
 Section 8.5 Procedures for Indemnification of Third Party Claims
 Third Party Claim ARTICLE VIII Claim Notice provided
  37




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provided ARTICLE VIII
 ARTICLE
VIII
 ARTICLE VIII
 Section 8.6 Certain Limitations
 ARTICLE VIII
  38




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ARTICLE
VIII
 ARTICLE VIII ARTICLE VIII
 Section 8.7 Treatment of Indemnity Payments. Section 8.5(c)
 Section 8.8
 ARTICLE IX
MISCELLANEOUS
 Section 9.1 Notices.
  
  39




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Section 9.2 Expenses; No Offset. Section 3. 4(e) Section 8.5(c)
 Section 9.3 Disclosure Schedules provided however
  40




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Section 9.4 Bulk Sales or Transfer Laws
 Section 9.5 Assignment; Successors and Assigns provided however
 Section 9.6 Amendment; Waiver.
 Section 9.7 Severability.
 Section 9.8 Counterparts.
 Section 9.9 Descriptive Headings.
 Section 9.10 No Third-Party Beneficiaries. ARTICLE VIII
 Section 9.11 Exhibits and Schedules.
  41




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Section 9.12 Governing Law.
 Section 9.13 Forum Selection; Consent to Service of Process; Waiver of Jury Trial Section 9.13 Section 9.1
 Section 9.14 Entire Agreement.
 Section 9.15 Confidentiality; Public Announcement
 provided however Section 9. 15(a)
  42




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provided however
 Section 9.16 Parent Guaranty.
 Section 9.17 Buyer Parent Guaranty
 Remainder of Page Intentionally Left Blank; Signature Page Follows
  43




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ASSEMBLY COMPONENT SYSTEMS, INC.By:
    /s/ Thomas J. NeriName:
    Thomas J. NeriTitle:
    Chief Executive OfficerFor purposes of Section 9.16 only:
LAWSON PRODUCTS, INC.By:
    /s/ Thomas J. NeriName:
    Thomas J. NeriTitle:
    President and Chief Executive OfficerSUPPLY TECHNOLOGIES LLCBy:
    /s/ Matthew V. CrawfordName:
    Matthew V. CrawfordTitle:
    PresidentFor purposes of Section 9.17 only:
PARK-OHIO INDUSTRIES, INC.By:
    /s/ Matthew V. CrawfordName:
    Matthew V. CrawfordTitle:
    President




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SCHEDULE A
 Specified Liabilities
  ACCRUED EXPENSES AND P/R WITHOLDINGS CONSISTING OF:FICA TAX PAYABLEWITHOLDING TAXES PAYABLESTATE W/H TAXES PAYABLECOUNTY WITHHELD TAXESCITY WITHHELD TAXESACCD FEDERAL & STATE UNEMP TAXCHILD SUPPORTMISC GARNISHMENTSCAPITAL LEASE OBLIGATIONACCD GST PAIDACCD GST COLLECTEDACCD QST COLLECTEDMEXICO VAT PAIDSALES TAX PAYABLE ILLINOISSALES TAX PAYABLE INDIANASALES TAX PAYABLE KANSASSALES TAX PAYABLE LOUISIANASALES TAX PAYABLE MICHIGANSALES TAX PAYABLE MINNESOTASALES TAX PAYABLE MISSOURISALES TAX PAYABLE N. CAROLINASALES TAX PAYABLE PENNSYLVANIASALES TAX PAYABLE TENNESSEESALES TAX PAYABLE TEXASACCRUED EXPENSES FREIGHTACCD EXPENSES  ADVERTISINGACCD EXPENSES  SALESSALES REBATE ELECTROMOTIVESALES REBATE ITW RAMSETSALES REBATE MARLEYSALES REBATE BEST ACCESSSALES REBATE OPWACCRUED PURCHASE REBATESACCRUED PROPERTY TAXES




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ACCD PROP TAX  ARKANSASACCD PROP TAX  ILLINOISACCD PROP TAX  KANSASACCD PROP TAX  KENTUCKYACCD PROP TAX  MISSOURIACCD PROP TAX  NORTH CAROLINAACCD PROP TAX  OHIOACCD PROP TAX  OKLAHOMAACCD PROP TAX  TENNESSEEACCD PROP TAX  TEXASACCRUED SALARIES-VACATIONACCRUED HOURLY PAYROLLLAWSON EXECUTIVE DEFERRAL W/HACCRUED BONUS G&A




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EXHIBIT A
 Form of Subordinated Promissory Note




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EXECUTION VERSION
 SUBORDINATED PROMISSORY NOTE
 August 31, 2010
    
    $3,000,000.00
 Maker Payee Note
 Maker Parent Purchase Agreement
 Principal Holder
 Interest provided




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Mandatory Prepayment
 Optional Prepayment
 Deemed Prepayments
   Application of Prepayments
 Subordination Agent Credit Agreement
  2




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Events of Default
 Definition Event of Default
      3




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Consequences of Events of Default
  4




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Representations of the Maker
      Offset
 Cancellation
 Payments
 Place of Payment
 Amendment and Waiver
  5




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Governing Law
 Forum Selection; Consent to Service of Process; Waiver of Jury Trial
 Expenses
 Notices
  
  6




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Waivers
 Severability
 Descriptive Headings
 Assignment
 Entire Agreement
 Remainder of Page Intentionally Left Blank; Signature Page Follows
  7




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SUPPLY TECHNOLOGIES LLCBy:
    /s/ Matthew V. CrawfordName:
    Matthew V. CrawfordTitle:
    President




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EXHIBIT B
 Form of Transition Services Agreement




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EXECUTION VERSION
 TRANSITION SERVICES AGREEMENT
 Agreement Effective Date Parent Buyer
 Purchase Agreement
   ARTICLE 1
INTERPRETATION; DEFINITIONS
 Section 1.1 Definitions.
 Additional Services Section 2.5
 Agreement meaning
 Buyer
 Buyer Services Manager Section 2.14(a)
 Disputed Amount Section 2.9
 Effective Date
 Force Majeure Event Section 2.7
 Neutral Arbitrator Section 2.9
 Parent
 Parent Services Manager Section 2.14(b)




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Parties Party
 Personally Identifiable Information
 Prime Rate
 Privacy Policy
 Purchase Agreement
 Schedules Schedule A Schedule B
 Security Regulations Section 2.16(a)
 Service Providers Section 2.1(a)
 Services Licensee Section 2.15(a)
 Systems Section 2.16(a)
 Termination Date Section 4.1
 Third Party Service Provider
 Transition Services Section 2.1(a)
 Unaffiliated Third Party
 Section 1.2 Interpretation.
  2




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ARTICLE 2
TRANSITION SERVICES
 Section 2.1 Provision of Transition Services.
 Service
Providers Schedule A Transition Services
 Schedule A provided
    Section 2.2 Modification of Transition Services.
  3




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Section 2.3 Compliance with Law. provided Section 2.3
 Section 2.4 Third Party Consents and Providers. Following the Effective Date, the Service
Providers may be required to obtain third-party consents and approvals to provide certain
Transition Services. Buyer and the Service Providers shall cooperate in all respects to obtain
such consents or approvals, and each Party shall bear fifty percent (50%) of any fees and expenses
of third parties incurred in connection with obtaining such consents and approvals.
 Section 2.5 Requests for Additional Services. Following the Effective Date, Buyer may request
in writing that the Service Providers provide additional transition services necessary for Buyers
operation of the Business. Following such written request, the Parties agree to negotiate in good
faith the provision of such additional transition services and, to the extent agreed upon by the
Parties, Schedule A shall be amended to reference such additional services (the
 Additional Services ) and such Additional Services shall be deemed to be Transition
Services under this Agreement.
 Section 2.6 Shutdowns.
 Section 2.7 Force Majeure; Reduction of Services. Force Majeure Event
  4




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Section 2.8 Fees for Transition Services. Schedule A Schedule B
 Section 2.9 Disputes. Disputed Amount Section 2.9 Neutral Arbitrator
  5




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Section 2.10 Personnel.
 Designation of Personnel Section 2.1(b)
 Employees. Section 2.1(b) provided however
 Section 2.11 Status of Service Providers.
 Section 2.12 Protective Acknowledgements.
 Section 2.13 Buyer Obligations. provided Section 2.13
  6




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Section 2.14 Transition Service Managers.
 Buyer Services Manager
 Parent Services Manager
 Section 2.15 Ownership of Intellectual Property.
 Services
Licensee
 Section 2.15(a)
  7




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Section 2.15
 Section 2.16 Systems Security.
 Systems Security Regulations
    Section 2.17 Books and Records.
  8




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provided Section 2.17
 ARTICLE 3
CONFIDENTIALITY; PRIVACY
 Section 3.1 Confidentiality. provided Section 3.1 Section 2. 1(e) provided
 Section 3.2 Privacy.
 Section 3.3 Survival. Article 3
  9




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ARTICLE 4
TERM AND TERMINATION
 Section 4.1 Term and Final Termination. Schedule A Sections 4.2 4.3 Termination Date
 Section 4.2 Early Termination by Mutual Consent.
 Section 4.3 Early Termination by Non-Defaulting Party. Section 4.2 4.3
 Section 4.4 Effect of Termination. Section 4.1 4.2 4.3 Articles 3 5 6 7
 ARTICLE 5
REMEDIES
 Section 5.1 Cure. Section 5.2
 Section 5.2 Indemnification. Article 6 provided
  10




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Section 5.2 Section 5.2
 Section 5.3 Exclusivity of Remedy. Section 5.1 Section 5.2
 ARTICLE 6
LIMITATION OF LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES
 Section 6.1 LIMITATION OF LIABILITY.
 Section 6.2 EXCLUSION OF CONSEQUENTIAL DAMAGES.
 ARTICLE 7
MISCELLANEOUS
 Section 7.1 Notices.
  11




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Section 7.2 Taxes.
 Section 7.3 Assignment; Successors and Assigns. Section 2.10 provided however
  12




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Section 7.4 Amendment; Waiver.
 Section 7.5 Schedules.
 Section 7.6 Severability.
 Section 7.7 Counterparts.
 Section 7.8 Descriptive Headings.
 Section 7.9 No Third Party Beneficiaries.
 Section 7.10 Governing Law.
 Section 7.11 Forum Selection; Consent to Service of Process; Waiver of Jury Trial. Section 7.11
  13




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Section 7.1
 Section 7.12 Entire Agreement.
 Section 7.13 Disclaimer.
 Section 7.14 No Right to Offset.
 Section 7.15 Interpretation of Schedules.
 [ SIGNATURE PAGE FOLLOWS ]
  14




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SUPPLY TECHNOLOGIES LLCBy:
    /s/ Matthew V. CrawfordName:
    Matthew V. CrawfordTitle:
    PresidentLAWSON PRODUCTS, INC.By:
    /s/ Thomas J. NeriName:
    Thomas J. NeriTitle:
    President and Chief Executive Officer




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EXHIBIT C
 Form of U.S. Bill of Sale and Assignment and Assumption Agreement




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EXECUTION VERSION
 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
 Bill of Sale Seller Buyer Purchase Agreement
     [remainder of page intentionally left blank]




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ASSEMBLY COMPONENT SYSTEMS, INC.By:
    /s/ Thomas J. NeriName:
    Thomas J. NeriTitle:
    Chief Executive OfficerSUPPLY TECHNOLOGIES LLCBy:
    /s/ Matthew V. CrawfordName:
    Matthew V. CrawfordTitle:
    President




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EXHIBIT D
 Form of Assignment and Assumption of Leases




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EXECUTION VERSION
 ASSIGNMENT AND ASSUMPTION OF LEASES
 Assignment Effective Date Assignor Assignee
 RECITALS
 Agreement
 Exhibit
A
  Transfer and Assignment by Assignor
 Assumption by Assignee
 No Waiver or Modification; Subject to the Agreement
 Governing Law
 Counterparts




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[Remainder of Page Intentionally Left Blank; Signature Page Follows]




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ASSIGNOR:
Assembly Component Systems, Inc.By:
    /s/ Thomas J. NeriName:
    Thomas J. NeriTitle:
    Chief Executive OfficerASSIGNEE:
Supply Technologies LLCBy:
    /s/ Matthew V. CrawfordName:
    Matthew V. CrawfordTitle:
    President




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EXHIBIT A TO  ASSIGNMENT AND ASSUMPTION OF LEASES
 Schedule of Leases
 No.
    
    Address
    
    Lease Document(s)1.
    
    303 Northfullenwider St., Centralia, MO 65240
    
    Standard Industrial LeaseMulti-Tenant between Hubbell Power Systems Inc. and ACS, Inc., dated May 15, 2002.Amendment No. 1 to Standard Industrial LeaseMulti-Tenant between Hubbell Power Systems Inc. and ACS, Inc., dated November 1, 2004.2.
    
    Industrial Center #9, 4709 Interstate
    
    Lease Agreement between ProLogis and ACS/Simco, Inc., dated June 18, 2004.Drive, West Chester Township, OHFirst Amendment to the Lease Agreement by and between ProLogis and the Assignor.Second Amendment to Lease Agreement by and between ProLogis and ACS, Inc., dated June 9, 2007.Notice to Tenant letter from Cabot II  OH2W03-W12, LLC to ACS, Inc., dated June 27, 2007.Third Amendment to Lease Agreement by and between Cabot II  OH2W03-W12, LLC and Assignor, dated July 22, 2010.3.
    
    301 W. 25th St., Stuttgart, AR 72160
    
    Business Lease by and between Stuttgart Industrial Development Corp. and the Assignor, dated June 10, 2010.4.
    
    273 Cumberland St., Memphis TN 38112
    
    Lease Agreement between Bell Properties, Inc. and Automatic Screw Machine Products Company, dated November 22, 1994.Lease Modification Agreement between Bell Properties, Inc. and Automatic Screw Machine Products Company, dated as of




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No.
    
    Address
    
    Lease Document(s)1995.Lease Extension Agreement between Bell Properties, Inc. and Automatic Screw Machine Products Company, dated January 19, 1996.Lease Extension Agreement between Bell Properties, Inc. and the Assignor dated February 24, 1997.Lease Modification Agreement between Bell Properties, Inc. and the Assignor, dated February 13, 1998.Lease Extension Agreement between Bell Properties, Inc. and the Assignor, dated March 1, 1999.Lease Extension Agreement between Bell Properties, Inc. and the Assignor, dated March 3, 2000.Lease Extension and Modification Agreement between Bell Property Group General Partnership and the Assignor, dated November 27, 2001.Lease Extension and Modification Agreement between Bell Property Group General Partnership and the Assignor, dated 2002.Lease Extension and Modification Agreement between Bell Property Group General Partnership and the Assignor, signed 2/21/2003.Lease Extension and Modification Agreement between Bell Property Group General Partnership and the Assignor, dated December 21, 2005.Lease Extension and Modification




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No.
    
    Address
    
    Lease Document(s)Agreement between Bell Property Group General Partnership and the Assignor, dated May 27, 2009.5.
    
    1116-G W. 15th St., Hopkinsville, KY
    
    Lease by and between Howard Read and Sunsource/Simco, dated November 10, 1998.42240Addendum #1 to the Lease Agreement between Howard Read and the Assignor.Addendum #2 to Lease Agreement between Howard Read and the Assignor, dated November 23, 2004.Addendum #3 to Lease Agreement between Howard Read and the Assignor, dated September 24, 2007.Addendum #4 to Lease Agreement between Howard Read and the Assignor, dated August 19, 2010.6.
    
    2125 E. US Highway 12, Michigan City,
    
    Lease Agreement by and between Michiana Industrial Park, Inc. and the Assignor, dated August 15, 1999.IN 463607.
    
    N22747 US Hwy 53, Ettrick, WI 54627
    
    Lease by and between Marvin and Travis Matejka d/b/a TDM Enterprises and the Assignor, dated June 1, 2008.Lease Amendment by and between Marvin and Travis Matejka d/b/a TDM Enterprises and the Assignor, dated June 1, 2010.8.
    
    1081 Selfield Road, Selma, AL 36701
    
    Standard Lease Agreement between Bush Hog, Inc. and the Assignor, dated March 19, 2010.9.
    
    15850 W. 108th St., Lenexa KS 66219
    
    Lease by and between J & R Land Company and ACS/Simco, Inc. dated November 7, 2005.Lease Extension Agreement between J & R Land Company and the Assignor dated




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No.
    
    Address
    
    Lease Document(s)February 2009 and executed March 3, 2009.