AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

OPTICAL CABLE CORPORATION ,
a Virginia corporation

as Purchaser

and its subsidiary

AURORA MERGER CORPORATION ,
a Delaware corporation

AND

PREFORMED LINE PRODUCTS COMPANY ,
an Ohio corporation

as Seller

and its subsidiary

SUPERIOR MODULAR PRODUCTS INCORPORATED ,
a Delaware corporation
(doing business as SMP Data Communications)

Dated as of May 30, 2008

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of May 30, 2008 by and among (i) OPTICAL CABLE CORPORATION , a Virginia corporation (“ Purchaser ”), and AURORA MERGER CORPORATION , a Delaware corporation and a wholly owned subsidiary of Purchaser (“ Merger Sub ”), and (ii) PREFORMED LINE PRODUCTS COMPANY , an Ohio corporation (“ Seller ”), and SUPERIOR MODULAR PRODUCTS INCORPORATED , a Delaware corporation, doing business as SMP Data Communications and a wholly owned subsidiary of Seller (the “ Company ”).

RECITALS

      WHEREAS , Seller owns one hundred (100) shares (the “ Shares ”) of common stock, no par value, of the Company, which represents all of the Company’s issued and outstanding Shares;

      WHEREAS , pursuant to the terms and conditions of this Agreement, at the Effective Time, Merger Sub will merge with and into the Company, with the Company as the surviving corporation resulting in the Company being a wholly owned subsidiary of Purchaser (the “ Merger ”);

      WHEREAS , the boards of directors of the Purchaser, of the Company and of Seller (as sole shareholder of the Company) have each approved this Agreement, the Merger and the transactions contemplated by this Agreement and have each determined that they are in the best interests of the Company; and

      NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND DEFINED TERMS

     Section 1.1 Definitions and Defined Terms . Unless the context otherwise requires or as otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth below:

     “ Affiliate ” shall mean with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by or is under common control with that Person.

     “ Ancillary Agreements ” shall mean the Escrow Agreement, the PLP to OCC Supply Agreement, the SMP to PLP Supply Agreement, the PLP Transition Services Agreement and the Employment Agreements.

     “ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close.

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

     “ Company IT Systems ” shall mean any and all information technology, telephony systems and computer systems (including, in each case, software, hardware and other equipment, firmware and embedded software) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, which technology and systems are owned by the Company or are used in or necessary to the conduct of the business of the Company.

     “ Consent ” shall mean any consent, approval or authorization of, notice to, permit, or designation, registration, declaration or filing with, any Person.

     “ Contract ” shall mean, whether written or oral, any note, bond, mortgage, indenture, contract, agreement, license, lease, purchase order, sales order, arrangement or other commitment, obligation or understanding to which a Person is a party or by which a Person or its assets or properties are bound.

     “ Escrow Agent ” shall mean Branch Banking and Trust Company.

     “ Excluded Assets ” shall mean (i) all cash and cash equivalent contained in those accounts identified in Section 1.1(a) of the Disclosure Schedule and (ii) that certain sail boat model currently located in the main conference room on the second floor of Company’s administrative building in Asheville, North Carolina.

     “ Excluded Liabilities ” shall mean Indebtedness; loans from officers and employees; capital leases; Taxes payable for all periods immediately prior to the Effective Time; any liabilities for warranty claims in connection with sales prior to the Effective Time; any costs associated with satisfaction of any equity incentives; and any current and non-current liabilities; provided, however, that Excluded Liabilities shall not include any liabilities otherwise included in the computation of Net Working Capital.

     “ GAAP ” shall mean U.S. generally accepted accounting principles.

     “ Governmental Authority ” shall mean any federal, state, local or foreign government or any subdivision, agency, instrumentality, authority, department, commission, board or bureau thereof or any federal, state, local or foreign court, tribunal or arbitrator.

     “ Indebtedness ” shall mean (a) all debt and similar monetary obligations, whether direct or indirect, current or non-current, (b) all liabilities associated with capital leases and all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed, (c) all guaranties, endorsements and other contingent financial obligations whether direct or indirect in respect of indebtedness or performance of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, a debtor, to purchase indebtedness or to assure the owner

of indebtedness against loss, through an agreement to purchase goods, supplies or services for the purpose of enabling a debtor to make payment of the indebtedness held by such owner or otherwise, (d) obligations to reimburse issuers of any letters of credit, (e) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off-balance sheet financing product, (f) any intercompany liabilities of the Company to Seller or any Affiliate of the Seller; (g) all accrued but unpaid interest (or interest equivalent) to the date of determination, related to any items of Indebtedness referred to in clauses (a) through (f) and (h) all fees, expenses, prepayment penalties, premiums and other amounts payable in connection with any redemption or prepayment of any of the foregoing; but in all such cases excluding liabilities included in the computation of Net Working Capital.

     “ Indemnified Party ” shall mean any Purchaser Indemnified Party or Seller Indemnified Party, as applicable.

     “ Indemnifying Party ” shall mean either Purchaser or Seller, as applicable.

     “ IRS ” shall mean the Internal Revenue Service.

     “ Knowledge of the Company ” shall mean the actual knowledge of (i) any employee with management responsibility, officer or director of the Company, or (ii) any employee with responsibility for any Company function or activity, officer or director of the Seller.

     “ Laws ” shall mean all federal, state, local or foreign laws, orders, writs, injunctions, decrees, ordinances, awards, stipulations, treaty, statutes, judicial or administrative doctrines, rules or regulations enacted, promulgated, issued or entered by a Governmental Authority.

     “ Liens ” shall mean all title defects or objections, mortgages, liens, claims, charges, pledges or other encumbrances of any nature whatsoever, including licenses, leases, chattel or other mortgages, collateral security arrangements, title imperfections, defect or objection liens, security interests, conditional and installment sales agreements, easements, encroachments or restrictions, of any kind and other title or interest retention arrangements, reservations or limitations of any nature, including without limitation any of the foregoing associated with any Indebtedness.

     “ Material Adverse Effect ” shall mean a material adverse effect on (a) the Company or the business, operations, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company, or (b) the consummation of the transactions contemplated by this Agreement, in either case, a Material Adverse Effect shall not be measured against financial projections or forecasts of the Company provided to the Purchaser by the Seller or the Company before the Closing.

     “ Material Consents” shall mean those Consents which are listed on Section 1.1(b) of the Disclosure Schedule.

     “ Net Working Capital ” shall mean an amount, which may be positive or negative, equal to (i) the total current assets of the Company, excluding any Excluded Assets, minus (ii) the total current liabilities of the Company, excluding any Excluded Liabilities; calculated in a manner consistent with the description set forth in Exhibit B attached hereto.

     “ Organizational Documents ” shall mean any charter, certificate of incorporation, articles of association, limited liability company agreement, partnership agreement, membership agreement, bylaws, operating agreement, shareholders’ agreement, or similar formation or governing documents and instruments.

     “ Permits ” shall mean all permits, licenses, approvals, franchises, notices and authorizations issued by any Governmental Authority that are used or held for use in, necessary for or otherwise relate to the ownership, operation or other use of any of business of the Company.

     “ Permitted Liens ” shall mean (a) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business for amounts which are not material and not yet due and payable and which secure an obligation of the Company included in the computation of Net Working Capital, (b) Liens arising under Contracts with third parties entered into in the ordinary course of business in respect of amounts still owing, which Liens are set forth on Section 1.1(c) of the Disclosure Schedule, and (c) statutory Liens for Taxes and other governmental charges for periods after the Effective Time that are not due and payable; provided, however, that Permitted Liens shall not include any Liens related to Excluded Liabilities of the Company.

     “ Person ” shall mean any individual, partnership, joint venture, corporation, trust, unincorporated organization, Governmental Authority or other entity.

     “ Proceeding ” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise has involved, any Governmental Authority or any arbitrator or arbitration panel.

     “ Subsidiary ” and “ Subsidiaries ” shall mean, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity in which such Person (a) owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities, equity securities, profits interest or capital or equity interest, (b) is entitled to elect at least a majority of the board of directors or similar governing body or (c) in the case of a limited partnership or limited liability company, is a general partner or managing member, respectively.

     “ Tax Return ” shall mean any report, return, election, notice, estimate, declaration, information statement or other form or document (including all schedules, exhibits and

other attachments thereto) relating to and filed or required to be filed with a Taxing Authority in connection with any Tax.

     “ Taxable Period ” shall mean any taxable year or any other period that is treated as a taxable year, with respect to which any Tax may be imposed under any applicable Law.

     “ Taxes ” shall mean any and all federal, national, provincial, state, local and foreign taxes, assessments and other governmental charges, duties, impositions, levies and liabilities (including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, gains, franchise, estimated, withholding, payroll, recapture, employment, excise, unemployment, insurance, social security, business license, occupation, business organization, stamp, environmental, property taxes or other governmental charges of any kind whatsoever), together with all interest, penalties and additions imposed with respect to such amounts. For purposes of this Agreement, “Taxes” also includes any obligations under any agreements or arrangements with any Person with respect to the liability for, or sharing of, Taxes, any liability pursuant to Treasury Regulation Section 1.1502-6 or comparable provisions of state, local or foreign tax Laws, and any liability for Taxes as a transferee or successor, by contract or otherwise.

     “ Taxing Authority ” shall mean any Government Authority exercising tax regulatory, enforcement, collection or other authority.

     Section 1.2 Rules of Construction .

          (a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

          (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The phrase “the date of this Agreement,” “date hereof” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the preamble of this Agreement.

          (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

          (d) The parties hereto acknowledge that each party hereto and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

          (e) Titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

          (f) All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. dollars.

          (g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

ARTICLE II

     Section 2.1 The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, the Company shall be the surviving corporation of such Merger, and the separate existence of Merger Sub shall thereupon cease. The Merger shall have the effects set forth in the applicable provisions of the Delaware General Corporation Law (“ DGCL ”). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all property, rights, powers, privileges and franchises of Merger Sub shall vest in the Company as the surviving corporation following the Merger and all debts, liabilities and duties of Merger Sub shall become the debts, liabilities and duties of such surviving corporation. Immediately following the Effective Time, the Company, as the surviving corporation following the Merger (the “ Surviving Corporation ”), shall be a wholly owned subsidiary of Purchaser.

          (a) Effective Time . The Merger shall become effective upon the completion of the filing of the properly executed certificate of merger with the Delaware Secretary of State attached hereto as Exhibit A (the “ Certificate of Merger ”), which filings shall be made contemporaneously with Closing. When used in this Agreement, the term “ Effective Time ” with respect to the Merger shall mean 9:00 a.m., New York City time on May 30, 2008, or such later date and time at which the Certificate of Merger has been accepted for filing with the Delaware Secretary of State.

          (b) Certificate of Incorporation . At the Effective Time, the Certificate of Incorporation of the Company as the surviving corporation shall be amended and restated in the form to be attached to the Certificate of Merger.

          (c) Bylaws . At the Effective Time, the Bylaws of the Company as the surviving corporation shall be the same as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time.

          (d) Directors and Officers . The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified. The officers of the Surviving Corporation shall be the officers of the Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.

          (e) Exchange of Shares . At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:

               (i) Each share of common stock of Merger Sub, no par value per share, outstanding immediately prior to the Effective Time of the Merger shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Company (the “ Shares ”).

               (ii) Any shares of the Company’s common stock held in the treasury of the Company or by any subsidiary of the Company (collectively, the “ Treasury Shares ”) shall be canceled and retired and cease to exist, and no consideration shall be given in exchange therefor.

               (iii) All of the Shares (other than the Treasury Shares as set forth above) shall be converted into the right to receive the Merger Consideration (as defined below).

          (f) Mechanics of Exchange .

               (i) At or prior to Closing, Seller shall surrender a stock certificate representing the Shares for cancellation in exchange for the Merger Consideration.

               (ii) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares.

               (iii) Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any other party hereto shall be liable to a holder of Shares of the Company’s capital stock for any portion of the Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

          (g) No Further Rights in Shares . The Merger Consideration received by Seller pursuant to this Agreement shall be deemed to have been delivered and received in full satisfaction of all rights pertaining to the Shares. At the Effective Time of the Merger, any holder of Shares shall cease to have any rights with respect to Shares, and such holder’s sole right shall be to receive their portion of the Merger Consideration.

          (h) Further Actions . If at any time after the Effective Time, any further assignments or assurances in law or any other things are necessary or desirable to vest or to perfect or confirm of record in the Company, as the Surviving Corporation, the title to any property or rights or the ongoing objectives of either the Company or Merger Sub, or otherwise to carry out the provisions of this Agreement, the officers and directors of the Company, as the Surviving Corporation, are hereby authorized and empowered on behalf of the Merger Sub and the Company, in the name of and on behalf of either such entity as appropriate, to execute and deliver any and all things necessary or proper to vest or to perfect or confirm title to such property or rights in the Company, as the surviving corporation following the Merger, and otherwise to carry out the purposes and provisions of this Agreement.

     Section 2.2 Merger Consideration . As a result of the Merger and subject to the terms and conditions hereof, Seller shall become entitled to receive the aggregate consideration (the “ Merger Consideration ” or the “ Purchase Price ”) of ELEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($11,500,000), subject to adjustment in accordance with the terms of this Article II and Section 7.5 hereto, payable as follows:

          (a) to Seller an aggregate of (i) Ten Million Dollars ($10,000,000), in immediately available funds, less (ii) the amount of Excluded Liabilities existing as of Closing and not otherwise paid at Closing by the Company, and (iii) less the Estimated Net Working Capital Deficiency (the “ Closing Date Payment ”); and

          (b) to the Escrow Agent on behalf of Seller, One Million Five Hundred Thousand Dollars ($1,500,000) of the Purchase Price in immediately available funds, which shall be held by the Escrow Agent and released to Seller subject to the terms and conditions of the Escrow Agreement, such terms shall include but not be limited to the satisfaction of all Indebtedness (the “ Escrow Amount ”).

     Section 2.3 Estimated Net Working Capital Adjustment . The parties hereto agree that, on the Closing Date, the Net Working Capital of the Company should be not less than Six Million Dollars ($6,000,000) (the “ Target Net Working Capital Value ”). A statement setting forth the accounts constituting Target Net Working Capital Value and a description of the method used to calculate Target Net Working Capital Value is attached hereto as Exhibit B . Prior to the Closing Date, Seller shall have prepared and delivered to Purchaser a statement setting forth an estimate of the Net Working Capital of the Company as of the Closing Date (the “ Estimated Net Working Capital Value ”). The Estimated Net Working Capital Value shall include the same accounts as set forth in Exhibit B , and shall be performed using GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value. If the Estimated Net Working Capital Value is less than the Target Net Working Capital Value, then such difference shall be referred to as the “ Estimated Net Working Capital Deficiency .”

     Section 2.4 Post-Closing Purchase Price Adjustment .

          (a) Purchaser shall prepare and present to Seller a draft of the balance sheet establishing the actual Net Working Capital (as finally determined pursuant to the terms of this Section 2.4(a) , the “ Closing Date Statement ”) promptly, but not more than sixty (60) calendar days after the Closing Date. The Closing Date Statement shall be prepared in accordance with GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value set forth in Exhibit B attached hereto. The balance for inventory to be set forth on the Closing Date Statement shall be based on the results of a full physical count of all inventory owned by the Company (the “ Physical Inventory ”) to be taken on or around the Closing Date, but in no event later than five (5) Business Days subsequent to the Closing Date. The Physical Inventory shall be taken and documented in reasonable detail by the Company and shall be observed by the Purchaser (or its representatives) and also shall be observed, at the Seller’s option, by the Seller (or its representatives). For purposes of computing Net Working Capital as of the Closing Date, the Physical Inventory quantities shall be valued at the lower of cost or market (which shall not exceed net realizable value) and net of any applicable inventory reserves, utilizing costing methods in accordance with GAAP consistently applied. Each party shall bear its own expenses with respect to the Physical Inventory. Seller, together with its representatives and accountants, shall have the right to review the work papers of Purchaser and Purchaser’s accountants utilized in preparing the Closing Date Statement for purposes of verifying the accuracy of the presentation of the Closing Date Statement. If Seller shall not have notified Purchaser in a reasonably detailed written statement describing any objections to the Closing Date Statement within forty-five (45) calendar days after its receipt by Seller, the Closing Date Statement shall be deemed to be final. If Purchaser and Seller cannot agree on the Closing Date Statement within forty-five (45) calendar days after the delivery of the Closing Date Statement to Seller by Purchaser, the parties shall submit the dispute to a mutually acceptable accounting firm (the “ Reviewing Accountants ”), whose determination shall be binding on the parties. The fees of such Reviewing Accountants shall be split equally between Purchaser and Seller.

          (b) In the event the actual Net Working Capital as of the Closing Date is less than the Estimated Net Working Capital Value, the Purchase Price shall be adjusted downward, dollar-for-dollar, by the extent to which the Estimated Net Working Capital Value exceeds the actual Net Working Capital Value (the “ Downward Purchase Price Adjustment ”). In the event the actual Net Working Capital value is less than the Target Net Working Capital Value and the actual Net Working Capital value is greater than the Estimated Net Working Capital Value, then the Purchase Price shall be adjusted upward, dollar-for-dollar, by the extent to which the lower of (i) the actual Net Working Capital value or (ii) the Target Net Working Capital Value, exceeds the Estimated Net Working Capital Value (the “ Upward Purchase Price Adjustment ”)

          (c) In satisfaction of the Upward Purchase Price Adjustment, if any, pursuant to Section 2.4(b) hereto, Purchaser shall pay to Seller such amount in immediately available funds within three (3) Business Days of the date in which the final Closing Date Statement is determined pursuant to Section 2.4(a) hereto. In satisfaction of the Downward Purchase Price Adjustment, if any, pursuant to Section 2.4(b) hereto, Purchaser shall be paid such amount from the Escrow Agreement after its notice to the

Escrow Agent and Seller, and Seller shall pay to Purchaser any remaining balance in immediately available funds within three (3) Business Days of the date in which the Closing Date Statement is finally determined pursuant to Section 2.4(a) hereto.

     Section 2.5 Payment of Legal Opinion of Seller’s Counsel. Purchaser agrees to pay on the Closing Date the actual cost of Seller’s counsel to issue the Legal Opinion of Seller’s Counsel in an amount not to exceed TEN THOUSAND DOLLARS ($10,000) (the “ Legal Opinion Payment by Purchaser ”).

     Section 2.6 Imputed Interest . The parties hereto shall treat such portion, if any, of any payment that is treated for federal income tax purposes as being paid to Seller after the Closing Date as imputed interest to the extent required pursuant to Section 483 or Section 1274 of the Code.

ARTICLE III

CLOSING

     Section 3.1 The Closing . Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Woods Rogers PLC, 10 South Jefferson Street, Suite 1400, Roanoke, Virginia 24011, on May 30, 2008, or at such other place as Purchaser and Seller shall agree in writing (the “ Closing Date ”); provided that (other than in respect of Taxes) the effective time of the Closing shall be the Effective Time of the Merger.

     Section 3.2 Deliveries at Closing .

          (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following:

               (i) the Certificate of Merger, duly executed by the Company;

               (ii) certificate(s) representing the Shares owned by Seller, free and clear of any Lien;

               (iii) evidence, in form and substance reasonably acceptable to Purchaser, that (A) all Indebtedness of the Company has been paid in full and all Liens except Permitted Liens in connection therewith have been terminated and (B) all Indebtedness of Seller and any officer, director, or Affiliate of Seller or Company for borrowed money owed by the Company has been paid in full; provided the occurrence of Closing shall constitute a waiver of any evidence not so delivered (but not of any requirement herein that such amounts are to be paid in full);

               (iv) a non-foreign person affidavit of Seller as required by Section 1445 of the Code, substantially in the forms attached hereto as Exhibit C ;

               (v) an escrow agreement, substantially in the form attached hereto as Exhibit D (the “ Escrow Agreement ”), duly executed by Seller, which shall be in full force and effect as of the Closing Date;

               (vi) an agreement among Purchaser, Seller and Company which provides for the private label manufacturing of Fiberguard® family of products by Seller for Company and Purchaser, in the form attached hereto as Exhibit E (the “PLP to OCC Supply Agreement”);

               (vii) an agreement among the Company and Seller which provides for the continued purchase from Company by, and sale of datacom products by, the Seller’s Brazilian subsidiary, in the form attached hereto as Exhibit F (the “SMP to PLP Supply Agreement”);

               (viii) an agreement among Purchaser and Seller which provides for Seller to allow the Company to continue operations in the same form and manner as it operated in Seller’s Albemarle, North Carolina, facilities and for Seller to continue to provide certain Information Technology services to the Company, for a period of six (6) months, with the fee for such services to be One Dollar ($1.00) per month, in the form attached hereto as Exhibit G (the “PLP Transition Services Agreement”); and

               (ix) employment agreements, in form and substance acceptable to Purchaser, containing, among other things, confidentiality, non-compete and non-solicitation provisions, duly executed by the employees of the Company listed on Exhibit H attached hereto, respectively (the “ Employment Agreements ”), each of which shall be in full force and effect as of the Closing Date;

               (x) resignations, in form and substance reasonably acceptable to Purchaser, effective as of the Closing Date, of each officer and director of the Company;

               (xi) evidence, in form and substance reasonably acceptable to Purchaser, that all Material Consents and all necessary Consents of any Governmental Authority have been obtained or made;

               (xii) a legal opinion by Seller’s counsel in the form attached hereto as Exhibit I (“Legal Opinion of Seller’s Counsel”);

               (xiii) all other documents and instruments reasonably requested by Purchaser to be delivered by Seller to Purchaser at the Closing.

          (b) At the Closing, Purchaser shall deliver the following:

               (i) the Closing Date Payment to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date;

               (ii) payment to Seller of the Legal Opinion Payment by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller in a written notice delivered to Purchaser no later than three (3) Business Days prior to the Closing Date;

               (iii) the Escrow Amount to the Escrow Agent on behalf of Seller;

               (iv) the Escrow Agreement, duly executed by Purchaser, which shall be in full force and effect as of the Closing Date; and

               (v) all other documents and instruments reasonably requested by Seller to be delivered by Purchaser to Seller at the Closing.

     Section 3.3 Excluded Assets; Excluded Liabilities . The Company will (a) distribute the Excluded Assets to Seller prior to Closing, provided that any Excluded Assets thus distributed shall not be included as current assets for purpose of calculating the Net Working Capital; and (b) repay and discharge any Excluded Liabilities.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

     Except as otherwise disclosed to Purchaser in a schedule delivered to Purchaser by Seller in connection with the execution of this Agreement (with specific reference to the representations and warranties in this Article IV to which the information in such schedule relates) (the “ Disclosure Schedule ”), Seller makes the following representations and warranties as of the date hereof and as of the Closing Date:

     Section 4.1 Organization and Good Standing . The Company is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as presently conducted. The Company has qualified to transact business in every state where it is required to do so, except where to the failure to be so qualified would not be expected to have a Material Adverse Effect. Section 4.1 of the Disclosure Schedule sets forth those states in which the Company is currently qualified to transact business.

     Section 4.2 Real Property .

          (a) Except as set forth in Section 4.2(a) of the Disclosure Schedule, the Company is not a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any third Person nor is it party to any leases of real property, occupancy agreements or similar agreements, whether written or oral.

          (b) Section 4.2(b) of the Disclosure Schedule sets forth a complete and accurate list and legal description of all the real property that the Company owns (the

“ Owned Real Property ”). With respect to each such parcel of Owned Real Property except as set forth in Section 4.2(b) of the Disclosure Schedule:

               (i) the Company has fee simple title to the parcel of Owned Real Property, free and clear of any Lien (other than Permitted Liens), easement, covenant or other restriction, except for liens for utilities and current Taxes not yet due and payable, installments of special assessments and liens incurred in the ordinary course of business not yet delinquent, and recorded easements, covenants and other restrictions which do not materially and adversely affect the current use or occupancy, or the marketability of title or, to the Knowledge of the Company, value, of the Owned Real Property subject thereto;

               (ii) there are no pending or, to the Knowledge of the Company, threatened condemnation Proceedings relating to the Owned Real Property or, to the Knowledge of the Company, other Proceedings affecting adversely the current use, occupancy or value thereof;

               (iii) to the Knowledge of the Company, the physical condition of the parcel of Owned Real Property is sufficient to permit the continued conduct of the business consistent with past practices, subject to the provision of the usual and customary maintenance and repairs performed in the ordinary course of business, consistent with past practice, with respect to similar properties of like age and construction;

               (iv) all facilities have received all approvals of Governmental Authorities (including Permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws;

               (v) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Owned Real Property;

               (vi) there are no outstanding options or rights of first refusal to purchase the parcel of Owned Real Property, or any portion thereof or interest therein;

               (vii) there is no Person other than the Company in possession of the parcel of Owned Real Property. and

               (viii) all facilities located on the parcel of Owned Real Property, to the Knowledge of the Company, are supplied with utilities and other services necessary for the operation of such facilities at Closing, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of Owned Real Property.

     Section 4.3 Authorization and Effect of Agreement . Seller and the Company have all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which either is a party and to perform their

respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreements to which either is or is proposed to be a party by Seller and the Company and the performance by Seller and the Company of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized and no other corporate action on the part of Seller or the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

     Section 4.4 Consents and Approvals; No Violations . Except as set forth in Section 4.4 of the Disclosure Schedule, no filing with, and no Permit or Consent of any Governmental Authority or any other Person is necessary to be obtained, made or given by Seller or the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which Seller or the Company is a party, the performance by Seller or the Company of its respective obligations hereunder or thereunder and the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement to which Seller or the Company is a party, provided , however , that no representation and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair the Seller’s ability to consummate the transactions contemplated hereby. Except as set forth in Section 4.4 of the Disclosure Schedule neither the execution and delivery of this Agreement or any Ancillary Agreement to which Seller or the Company is a party nor the consummation by Seller or the Company of the transactions contemplated by this Agreement or any Ancillary Agreement to which Seller or the Company is a party nor compliance by Seller or the Company with any of the provisions hereof or thereof will (a) conflict with or result in any breach of any provision of any Organizational Documents of the Company, (b) result in a material breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation, acceleration or loss of material benefits) under or result in the creation of any Lien on the Shares or any of the Company Assets or Owned Real Property, any of the terms, conditions or provisions of any Contract to which the Company or Seller is a party or otherwise may be subject or bound, (c) violate any Permit applicable to the Company or Seller or to which the Company or Seller or any of the Company Assets or Owned Real Property may be subject or bound or (d) violate any Laws applicable to the Company or Seller or the Company Assets.

     Section 4.5 Permits; Compliance with Law .

          (a) Listed in Section 4.5(a) of the Disclosure Schedule are all of the Permits held by the Company. The Company holds all Permits necessary for the ownership and lease of its properties and Company Assets and the lawful conduct of its business under and pursuant to all applicable Laws. All Permits have been legally obtained and maintained and are valid and in full force and effect. To the Knowledge of the Company, there has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No Proceeding is pending, or to the Knowledge of the Company, threatened to suspend, revoke, withdraw, modify or limit any Permit, and, to the Knowledge of the Company, there is no fact, error or admission relevant to any Permit that would permit the suspension, revocation, withdrawal, modification or limitation of, or in the loss of any Permit. Following the Closing, each Permit will continue to be valid and in full force and effect without any Consent or modification required by or from any Governmental Authority for a period of seven (7) days following Closing.

          (b) Except as set forth on Section 4.5(b) or 4.16(c) of the Disclosure Schedule, the Company is not in material violation of, nor has it violated in any material respect, any applicable provisions of any Permits or Laws.

     Section 4.6 Capitalization of the Company .

          (a) The Shares constitute all of the issued and outstanding shares of capital stock of the Company; no shares of capital stock of the Company are held in the treasury of the Company and no shares of capital stock of the Company have been reserved for issuance upon exercise of outstanding stock options, warrants or rights or otherwise. The Shares have been duly authorized and are validly issued, fully paid and non-assessable and have not been issued and were not issued in violation of any preemptive or other similar right.

          (b) Except as set forth in the Company’s Certificate of Incorporation or as set forth on Section 4.6 of the Disclosure Schedule, there are no subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) relating to the issuance, purchase or receipt of, nor are there any equity securities or equity interests or instruments of any kind convertible into or exchangeable for, any capital stock (including outstanding, authorized but unissued, unauthorized, treasury or other shares thereof) or other equity interest or any debt security or instrument of the Company. Except as set forth in the Company’s Certificate of Incorporation or as set forth in Section 4.6 of the Disclosure Schedule, there are no restrictions upon, or voting trusts, proxies or other agreements or understandings of any kind with respect to, the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on, the equity interests of the Company.

     Section 4.7 Ownership of the Shares .

          (a) Seller has good and valid title to, holds of record and owns beneficially all of the Shares, free and clear of any Liens.

          (b) Except as set forth in the Company’s Certificate of Incorporation or as set forth in Section 4.7 of the Disclosure Schedule, no preemptive right, right of first refusal or other right or restriction applies to the Shares.

     Section 4.8 No Subsidiaries . The Company has no subsidiaries.

     Section 4.9 Books and Records . Seller has made available to Purchaser complete and accurate copies, or the complete original, of the minute books of the Company. The minute books of the Company accurately reflect in all material respects all actions taken at meetings, or by written consent in lieu of meetings, of the stockholders, board of directors (or other governing body) and all committees of the board of directors (or other governing body) of the Company. All corporate actions and other actions taken by the Company have been duly authorized, and no such actions taken by the Company have been taken in breach or violation of the Organizational Documents of the Company. The books and records of the Company are substantially accurate and complete.

     Section 4.10 Litigation . Except as set forth in Section 4.10 of the Disclosure Schedule, as of the date hereof, there are no Proceedings, pending or, to the Knowledge of the Company, threatened against the Company or the Seller, that (a) seeks to invalidate this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with this Agreement or any Ancillary Agreement or (b) relates to the ownership of the Shares, or (c) relates to the Company or the Company Assets. As of the date hereof, there are no outstanding judgments, writs, injunctions, orders, decrees or settlements against the Company that restrict the operation of the Company or that seek to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.

     Section 4.11 Assets Necessary to the Company . Except as set forth on Section 4.11 of the Disclosure Schedule, the Company has all of the material, machinery, furniture, equipment, hardware, software, motor vehicles and other rights, properties and assets currently used or held for use in the conduct or operation of the business of the Company as of the date hereof other than Owned Real Estate (collectively, the “ Company Assets ”). Except as set forth in Section 4.11 of the Disclosure Schedule, which includes a list of all leased Company Assets, the Company has either (i) good title to all Company Assets or (ii) good title to the lessee interest in all Company Assets, in each case, free and clear of all Liens, except Permitted Liens. The Company Assets, considered as a whole, constitute all rights, properties, interests and assets necessary to permit the Company to conduct the business of the Company consistent with past practice. All such tangible assets, taken as a whole, are in good operating condition, subject to normal wear and tear, maintenance and repair. Immediately following the Closing, except as set forth in Section 4.11 of the Disclosure Schedule, Seller nor any Affiliate of Seller will own, lease or otherwise hold any Company Assets.

     Section 4.12 Financial Statements .

          (a) Seller has delivered to Purchaser complete and accurate copies of the balance sheets, statements of operations and statements of cash flows for the Company as of and for each of the years ended December 31, 2007 and 2006, respectively (collectively, the “ Financial Statements ”), and the balance sheets, statements of income and statements of cash flows for the Company as of and for the three (3) months ended March 31, 2008 (the “ Interim Financial Statements ”).

          (b) The Financial Statements (i) fairly present, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flow of the Company as at the respective dates of and for the periods referred to in the Financial Statements, all in accordance with GAAP except that footnotes are not included, and reflect the consistent application of such accounting principles throughout the periods involved, and (ii) are consistent with the books and records of the Company. No financial statements of any person or entity other than the Company are required by GAAP to be included in the financial statements of the Company.

     Section 4.13 Absence of Certain Changes . Since December 31, 2007, except as set forth on Section 4.13 on the Disclosure Schedule, (a) the Company has been operated in the ordinary course of business consistent with past practice, (b) there has not occurred any event or condition that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect, (c) the Company has not suffered the loss of service of any officers, directors, or employees (collectively, “ Personnel ”) who are material, individually or in the aggregate, to the operations or conduct of the Company, (d) there have been no written notices, cancellations or terminations received by the Company, nor any written notification of material price increases, by any material supplier, customer or contractor of the Company, (e) there has been no material damage to or loss or theft of any of the material Company Assets and (f) the Company has not:

               (i) proposed or adopted any amendment to the Organizational Documents of the Company;

               (ii) failed to comply, in all material respects, with all applicable Laws and with all orders of any Governmental Authority;

               (iii) failed to maintain or renew all Permits necessary for the operation of the business of the Company;

               (iv) forgiven any third party Indebtedness owed to the Company;

               (v) other than in the ordinary course of business, (i) sold, assigned, licensed, mortgaged, pledged, sublicensed, encumbered, impaired, abandoned or failed to maintain any Intellectual Property, or (ii) granted, extended, amended, waived or modified any rights in or to Intellectual Property;

               (vi) made any loans, advances or capital contributions (other than advances for travel and other normal business expenses to officers and employees);

               (vii) failed to maintain Company Assets in good repair and condition, except to the extent of wear or use in the ordinary course of business;

               (viii) made, revoked or changed any Tax election, changed any Tax accounting method, settled or compromised any Tax liability, or waived or consented to the extension of any statute of limitations for the assessment and collection of any Tax;

               (ix) except as may have been required as a result of a change in applicable Laws or GAAP, changed any accounting methods, policies, principles or practices used by the Company; or

               (x) changed the amount of any insurance coverage or failed to renew any policy for insurance coverage; or

               (xi) prior to May 1, 2008, failed to pay the accounts payable or other liabilities of the Company, or failed to collect the accounts receivable or other Indebtedness owed to the Company, in a manner consistent with the practices of the Company or took any action not consistent with the past practices of the Company that was designed to accelerate or had the effect of accelerating the receipt by the Company of any amounts of cash earlier than such cash would have been realized consistent with the past practices of the Company.

     Section 4.14 Transactions with Affiliates . Except as set forth in Section 4.14 of the Disclosure Schedule, no Related Party (as defined below) either currently or at any time since December 31, 2006 (a) has or has had any interest in any property (real or personal, tangible or intangible) that the Company uses or has used in or pertaining to the business of the Company or (b) has or has had any business dealings or a financial interest in any transaction with the Company or involving any Company Asset. For purposes of this Agreement, the term “ Related Party ” shall mean as of any time: an executive officer, employee or director, ten percent (10%) stockholder or equity holder (including any executive officers, employees or directors thereof) or Affiliate of the Company at such time, any present or former spouse or family member of any such executive officer, employee, director or Affiliate of the Company of any trust or other similar entity for the benefit of any of the foregoing Persons.

     Section 4.15 Contracts .

          (a) Section 4.15(a) of the Disclosure Schedule sets forth a complete and accurate list of the following material Contracts to which the Company is a party or by which the Company or the Company Assets is or may be bound (collectively, the “ Company Contracts ”):

               (i) employment, retention, bonus or severance Contracts with any current or, to the extent the Company currently has outstanding obligations, any former officer, director or employee (the name, position or capacity and rate of

compensation of each such person and the expiration date of each such Contract being set forth in Section 4.15(a) of the Disclosure Schedule);

               (ii) Contracts (other than employment contracts) with any current or, to the extent the Company currently has outstanding obligations, any former officer, director, stockholder, employee, consultant, agent or other representative or relatives thereof or with an entity in which any of the foregoing is a controlling person;

               (iii) collective bargaining or other labor or union Contracts, including the Labor Agreements;

               (iv) instruments relating to Indebtedness, and any agreement relating to the extension of credit or the granting of a Lien other than Permitted Liens, or any Contract of guarantee in favor of any Person or entity other than the Company;

               (v) lease, sublease, rental or other Contracts under which the Company is a lessor or lessee of any real property or the guarantee of any such lease, sublease, rental or other Contracts;

               (vi) lease, sublease, rental, licensing use or similar Contracts with respect to equipment, vehicles, fixtures or other personal property, or the guarantee of any such lease, sublease, rental or other Contracts;

               (vii) Contracts containing any covenant or provision limiting the freedom or ability of the Company to engage in any line of business, engage in business in any geographical area or compete with any other Person;

               (viii) Contracts for the purchase or sale of materials, products, supplies or equipment, or the provision of services (including utility services);

               (ix) material partnership or joint venture Contracts;

               (x) Contracts or purchase orders for construction or for the purchase of real estate, improvements, fixtures, equipment, and machinery;

               (xi) Contracts relating to licenses of trademarks, trade names, service marks or other Intellectual Property;

               (xii) Contracts relating to the future disposition or acquisition of any business enterprise or any interest in any business enterprise;

               (xiii) Contracts between or among (A) the Company, on the one hand, and (B) Seller or Seller’s Affiliate or any Affiliate of the Company (other than the Company), on the other hand;

               (xiv) Contracts (A) outside the ordinary course of business for the purchase, acquisition, sale, merger, consolidation or disposition of any Company Assets or any other Person since January 1, 2005 or (B) for the grant to any Person

(excluding the Company) of any option or preferential rights to purchase any Company Asset;

               (xv) Contracts pursuant to which there is either a current or future obligation of the Company to provide services;

               (xvi) Contracts under which the Company agrees to indemnify any Person with respect to Taxes or share the Tax liability of any Person;

               (xvii) Contracts that require the posting of collateral by the Company in excess of $100,000;

               (xviii) Contracts regarding the licensing or cross-licensing of any Intellectual Property of the Company or of other Persons that is used by the Company in its business;

               (xix) Contracts granting any power of attorney with respect to the affairs of, or to act as agent for, the Company;

               (xx) Sales representative agreements;

     &nb