AGREEMENT AND PLAN OF MERGER

Exhibit 99.1

AGREEMENT AND PLAN OF MERGER

by and among

ENTEGRIS, INC.,

ENTEGRIS ACQUISITION CO. LLC,

POCO GRAPHITE, INC.

and

POCO GRAPHITE HOLDINGS, LLC

dated as of

JULY 13, 2008

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

ii

TABLE OF CONTENTS

(continued)

iii

TABLE OF CONTENTS

(continued)

iv

TABLE OF CONTENTS

(continued)

DISCLOSURE SCHEDULES

Company Disclosure Schedules

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TABLE OF CONTENTS

(continued)

EXHIBITS

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (together with the Schedules referenced herein and attached hereto, the " Agreement "), dated as of July 13, 2008, is by and among Entegris, Inc., a Delaware corporation (" Parent "), Entegris Acquisition Co. LLC, a Delaware limited liability company (" Acquisition Sub "), Poco Graphite, Inc., a Delaware corporation (the " Company ") and Poco Graphite Holdings, LLC, a Delaware limited liability company (" Holdings ").

RECITALS

A. The Company and its Subsidiaries are engaged in the business of producing and supplying graphite and silicon carbide products (the " Business ").

B. Holdings owns beneficially and of record all of the issued and outstanding capital stock of the Company.

C. The board of directors of each of Parent and the Company and the board of managers of each of Holdings and Acquisition Sub have determined that it is in the best interest of each entity and its respective stockholders or members for Acquisition Sub to merge with and into Holdings, with Holdings surviving the merger on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions . As used herein, the following terms have the meanings set forth below:

" AAA " shall have the meaning set forth in Section 10.5(i) .

" Acquisition Sub " shall have the meaning set forth in the Preamble to this Agreement.

" Active Participation Period " shall have the meaning set forth in Section 10.5(c) .

" Affiliate " shall mean, with respect to a specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person. For the purposes of this definition, "control," when used with respect to any Person, means (a) the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing, or (b) owning or controlling, in the aggregate, fifty (50%) or greater of the votes in the election of directors (or comparable oversight body of such Person).

" Agreed Rate " shall mean a rate per annum equal to the lesser of (a) a varying rate per annum published from time to time in The Wall Street Journal , Eastern Edition, and designated as the prime rate, with adjustments in that varying rate to be made on the same date as any change in that prime rate, and (b) the maximum non-usurious rate permitted by Applicable Law.

" Agreement " shall have the meaning set forth in the Preamble to this Agreement.

" BIS " shall mean the Bureau of Industry and Security.

" Books and Records " shall mean all Poco Companies books, records, books of account, files and data (including customer and supplier lists), catalogs, brochures, sales literature, promotional material, certificates and other documents, used in or associated with the conduct of the Business or the ownership of the assets of the Poco Companies, including personnel records and files.

" Business " shall have the meaning set forth in the Recitals to this Agreement.

" Business Day " shall mean any day, excluding (i) Saturday, (ii) Sunday and (iii) any day on which banks in Dallas, Texas, are authorized or required by law or other governmental action to close.

" Cash and Cash Equivalents " shall mean cash and cash equivalents (including marketable securities and short-term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

" Certificate " shall have the meaning set forth in Section 3.1(d) .

" Certificated Units " shall have the meaning set forth in Section 3.1(d) .

" Certificate of Merger " shall have the meaning set forth in Section 2.2 .

" Claim " shall mean any claim, proceeding, action or complaint.

" Claim Amount " shall have the meaning set forth in Section 13.3(d) .

" Claim Deadline Date " shall have the meaning set forth in Section 13.1(a) .

" Closing " shall have the meaning set forth in Section 9.1 .

" Closing Balance " shall have the meaning set forth in Section 3.8(f) .

" Closing Cash and Cash Equivalents " shall mean all Cash and Cash Equivalents of the Company and its Subsidiaries as of the Effective Time, and, for clarity, the amount of checks outstanding as of the Effective Time shall reduce the balance of Cash and Cash Equivalents as of the Effective Time.

" Closing Date " shall have the meaning set forth in Section 9.1 .

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" Closing Date Equity Payout " shall have the meaning set forth in Section 3.4 .

" Closing Date Indebtedness " shall mean all Indebtedness of the Poco Companies outstanding as of the Effective Time.

" Closing Statement " shall have the meaning set forth in Section 3.7 .

" Closing Working Capital Value " shall mean the following amount determined as of the close of business on the Business Day immediately prior to the Closing Date: the sum of (i) current trade accounts receivable (net of appropriate reserves) of the Poco Companies on a consolidated basis, (ii) Inventories (net of appropriate reserves and allowances, excluding the FIFO reserve) of the Poco Companies, and (iii) other current assets of the Poco Companies, including prepaid expenses properly classified as current assets of the Poco Companies, but excluding tax receivables and other tax assets, where each of clauses (i) – (iii) are determined in accordance with GAAP applied on a basis consistent with the Financial Statements, minus the sum of (x) trade accounts payable of the Poco Companies, (y) accrued current liabilities of the Poco Companies, where both clauses (x) and (y) are determined in accordance with GAAP applied on a basis consistent with the Financial Statements. For the avoidance of doubt, the sum of (x) and (y) will exclude (A) the combined balance sheet item (in the combined balance sheets included in the Financial Statements) of accrued pension and other postretirement benefit liabilities; (B) deferred Tax assets and liabilities; (C) intercompany obligations; and (D) any liability related to Options and Warrants accrued between the date hereof and the Closing Date. To further clarify this formula, the parties agree to use only the general ledger accounts set forth on Exhibit B hereto and incorporated herein, to calculate the Closing Working Capital Value, provided that the Poco Companies continue to record all items set forth above in such accounts and do not create any new general ledger accounts or begin recording items previously recorded in the general ledger accounts set forth on Exhibit B hereto in different general ledger accounts between the date hereof and Closing.

" Code " shall mean the Internal Revenue Code of 1986, as amended from time to time.

" Comerica Bank Payoff Amount " shall mean the total amount of indebtedness due and owing by the Company and its Subsidiaries under the Senior Indebtedness as of the Closing Date.

" Commercially Reasonable Efforts " shall mean efforts which are reasonably within the contemplation of the parties on the date hereof, which are intended to enable a party, directly or indirectly, to satisfy a condition to, or otherwise assist in the consummation of, the transactions contemplated by this Agreement and which do not require the performing party to expend material funds or assume material liabilities other than expenditures and liabilities which are reasonable in nature and amount in the context of the transactions contemplated by this Agreement.

" Commodity Jurisdiction Request " shall have the meaning set forth in Section 5.21(e)(xvii) .

" Common Units " shall mean the Common Units of Holdings, which represents ownership interests in Holdings.

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" Company " shall have the meaning set forth in the preamble to this Agreement.

" Company Audited Financial Statements " shall have the meaning set forth in Section 5.6(a) .

" Company Benefit Plan " shall mean any plan, policy, program, agreement and arrangement, whether or not reduced to writing, and whether covering a single individual or a group of individuals, that is (a) a welfare plan within the meaning of Section 3(1) of ERISA, (b) a pension benefit plan within the meaning of Section 3(2) of ERISA, (c) a stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or similar equity-based plan or (d) any other deferred-compensation, retirement, welfare-benefit, bonus, incentive or fringe-benefit plan, program or arrangement, and all related contracts, agreements and other descriptions thereof with respect to the employee benefits provided to the employees of any of the Poco Companies prior to the Closing Date; provided , however , that a Company Benefit Plan does not include a Foreign Benefit Plan.

" Company Disclosure Schedule " shall mean the disclosure schedules attached hereto and delivered by Holdings and the Company to the Parent as of the date of this Agreement.

" Company Export Counsel " shall have the meaning set forth in Section 10.5(c)(i) .

" Company Latest Balance Sheet " shall have the meaning set forth in Section 5.6(a).

" Company Material Contracts " shall have the meaning set forth in Section 5.10 .

" Company Unaudited Financial Statements " shall have the meaning set forth in Section 5.6(a).

" Confidential Information " shall have the meaning set forth in Section 5.12(e).

" Confidentiality Agreement " shall mean that certain Nondisclosure Agreement dated as of November 13, 2007, by and between the Company and Parent.

" Confirmatory Due Diligence " shall have the meaning set forth in Section 6.6 .

" Contract " shall mean any written or oral contract, agreement or instrument, including, without limitation, supply contracts, purchase orders, sale orders or commitments, customer agreements, mortgages, subcontracts, indentures, leases of personal property, deeds of trust, notes or guarantees, pledges, liens, or conditional sales agreements to which the Person referred to is a party or by which any of its assets may be bound.

" Cowen " shall mean Cowen Capital Partners, LLC, or its successor in interest.

" Director and Officer Tail Insurance " shall have the meaning set forth in Section 7.8 .

" Disclosure Schedules " shall mean the Company Disclosure Schedule and the Parent Disclosure Schedule.

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" Disputed Claim " shall have the meaning set forth in Section 13.8(c) .

" Dispute Notice " shall have the meaning set forth in Section 13.8(b) .

" DLLCA " shall have the meaning set forth in Section 2.1 .

" EAR " shall mean Export Administration Regulations.

" EC Escrow Agent " shall mean the Escrow Agent acting under the EC Escrow Agreement.

" EC Escrow Agreement " shall mean the EC Escrow Agreement to be entered into at Closing between Parent, the Member Representative and the EC Escrow Agent, in such form as shall be agreed to by such parties prior to the Effective Date.

" EC Escrow Fund " shall mean the Initial EC Escrow Fund Amount, together with all earnings thereon.

" EC Matter " shall have the meaning set forth in Section 13.4(a) .

" EC Matter Cap " shall have the meaning set forth in Section 13.4(e) .

" Effective Date " shall mean the date of the Closing, or such other date as mutually agreed to by Holdings, the Company and the Parent.

" Effective Time " shall have the meaning set forth in Section 2.2 .

" Employee " shall mean each individual who, on the Closing Date, is actively employed by the Company or the Subsidiaries, including any employee who is on vacation or sick leave or jury duty, or on any other authorized leave of absence (other than long-term disability), family or workers’ compensation leave, or military leave as of the Closing Date, whether paid or unpaid.

" Encumbrances " shall mean liens, mortgages, security interests, pledges, proxies, shareholder agreements, security agreements, voting agreements or trusts, options, rights of first refusal, buy/sell agreements, easements, mortgages, servitudes, zoning and building codes and ordinances, deeds of trust, rights-of-way, restrictions, reservations, covenants, encroachments, conflicts or shortages in area, overlapping of improvements, licenses, leases, equitable interests, charges, claims, community or other marital property interests or any other encumbrances, claims and other restrictions or limitations of any kind.

" Environment " shall mean soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), ground waters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

" Environmental Claim " shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violations,

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investigations by a Governmental Body or proceedings relating in any way to any Environmental Law or any permit issued under any such Environmental Law (cumulatively and for purposes of this definition, " Environmental Claims "), including without limitation (i) any and all Environmental Claims by governmental authorities for enforcement, cleanup, removal, remedial or other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Environmental Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the Environment.

" Environmental Indemnification Threshold " shall have the meaning set forth in Section 13.3(e) .

" Environmental Law " shall mean any federal, state or local statute, law, rule, regulation, or ordinance and in each case as amended and any governing judicial interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to Hazardous Materials or protection of the Environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended 42 U.S.C. § 9601 et seq .; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 5101 et seq .; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq .; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq .; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq .; the Clean Air Act, 42 U.S.C. § 7401 et seq .; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq .; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq .; and the state and local laws equivalent thereto.

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" ERISA Affiliate " shall mean any entity or other trade or business that is, or at any other relevant time was, a member of the same "controlled group" (as that term is used in Section 4001(a)(14) of ERISA) as the controlled group of which any of the Poco Companies is or at such time was also a member.

" Escrow Agent " shall mean the Warranty Escrow Agent acting under the Warranty Escrow Agreement, the EC Escrow Agent acting under the EC Escrow Agreement or the Expense Escrow Agent acting under the Expense Escrow Agreement, as applicable.

" Escrow Beneficiary " shall have the meaning set forth in Section 13.12(b) .

" Escrow Units " shall have the meaning set forth in Section 13.12(b) .

" Estimate " shall have the meaning set forth in Section 3.7 .

" Estimated Closing Date Indebtedness " shall have the meaning set forth in Section 3.7 .

" Estimated Working Capital Value " shall have the meaning set forth in Section 3.7 .

" Excess EC Amount " shall have the meaning set forth in Section 13.4(d) .

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" Execution Date " shall mean the date that this Agreement is executed as set forth in the Preamble to this Agreement.

" Expense Escrow Agent " shall mean the Escrow Agent acting under the Expense Escrow Agreement.

" Expense Escrow Agreement " shall mean the Expense Escrow Agreement to be entered into at the Closing between the Member Representative and the Expense Escrow Agent, in such form as shall be agreed to by such parties prior to the Effective Date.

" Expense Escrow Beneficiary " shall have the meaning set forth in Section 14.2(b) .

" Expense Escrow Fund " shall have the meaning set forth in Section 14.2(a) .

" Expense Escrow Units " shall have the meaning set forth in Section 14.2(b) .

" Export Shipments Breakdown " shall have the meaning set forth in Section 5.21(a)(xi) .

" Final Balance " shall have the meaning set forth in Section 3.8(g) .

" Final Deficiency " shall mean the amount by which the Working Capital Target exceeds the Closing Working Capital Value.

" Final Judgment " shall have the meaning set forth in Section 13.8(c) .

" Final Statement " shall have the meaning set forth in Sections 3.8(a) , 3.8(b) or 3.8(c) , as applicable.

" Final Surplus " shall mean the amount by which the Closing Working Capital Value exceeds the Working Capital Target.

" Final Termination Date " shall have the meaning set forth in Section 12.1(b) .

" FIRPTA Certificate " shall have the meaning set forth in Section 9.2(n) .

" Foreign Benefit Plan " shall mean any plan, policy, program, agreement and arrangement, whether or not reduced to writing, and whether covering a single individual or a group of individuals, that is (a) a welfare plan, (b) a pension benefit plan, (c) a stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or similar equity-based plan or (d) any other deferred-compensation, retirement, welfare-benefit, bonus, incentive or fringe-benefit plan, program or arrangement, and all related contracts, agreements and other descriptions thereof with respect to the employee benefits provided to the employees of any of the Poco Companies prior to the Closing Date that is subject to the laws of a jurisdiction other than the United States (whether or not United States law also applies).

" FTC " shall mean the Federal Trade Commission.

" GAAP " shall mean United States generally accepted accounting principles (as such term is used in the American Institute of Certified Public Accountants Professional Standards)

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as of the date of any applicable financial statement or calculation, as applied on a consistent basis.

" Government Official" means any official, agent or employee of any Governmental Body, any political party or an official thereof, any candidate for political office, any official or employee of any public international organization, including, without limiting the generality of the foregoing, any employee or official of any company in which any Governmental Body holds a majority or controlling interest (equity or otherwise), any employee or official of any company which is in the process of being privatized in whole or in part, and any person who is purporting to act in a private capacity, but who otherwise is a "Government Official" within the meaning of this definition.

" Governmental Authorization " shall mean any consent, license, registration, certificate, authorization or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law.

" Governmental Body " shall mean any (a) nation, state, county, city, town, village, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any government agency, branch, department, official or entity and any court or other tribunal); (d) multi-national organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

" Hazardous Materials " shall mean any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants," "pollutants," "regulated substances" or words of similar import under any applicable Environmental Law, including but not limited to any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, radon gas and urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls.

" Holdings " shall have the meaning set forth in the Preamble to this Agreement.

" HSR Act " shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

" Indebtedness " shall mean all obligations of the Poco Companies to any Person (i) for money borrowed, whether or not evidenced by bonds, debentures, notes or other similar instruments (including, without limitation, any letter of credit, banker’s acceptance or related reimbursement agreement, in each case only to the extent drawn, and any Holdings notes issued in connection with any acquisition undertaken by the Poco Companies); (ii) relating to any lease that is required to be classified as a capital lease in accordance with GAAP in the amount thereof accounted for as a liability in accordance with GAAP; (iii) under any interest rate protection agreement (valued on a market quotation basis); (iv) in respect of the deferred purchase price of property received by any the Poco Companies; (v) to guarantee or be liable

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for obligations of the types described in clause (i)-(iv), of any other Person; and (vi) for any accrued interest, prepayment premiums or penalties or other costs, fees or expenses related to any of the foregoing; provided , however , that Indebtedness shall not include any letter of credit, bankers acceptance or related reimbursement agreement, to the extent not drawn.

" Indemnified Party " shall have the meaning set forth in Section 13.8(a) .

" Indemnifying Party " shall have the meaning set forth in Section 13.8(a) .

" Indemnity Claim Notice " shall have the meaning set forth in Section 13.8(a) .

" Initial Expense Escrow Fund Amount " shall mean an amount equal to One Million Dollars ($1,000,000).

" Initial EC Escrow Fund Amount " shall mean an amount equal to Eleven Million Dollars ($11,000,000).

" Initial VSD to BIS " shall have the meaning set forth in Section 5.21(e)(xvii).

" Initial Warranty Escrow Fund Amount " shall mean an amount equal to Thirteen Million Dollars ($13,000,000).

" Intellectual Property " shall mean (i) all copyrightable works, all copyrights and all applications, registrations and renewals thereof, (ii) all Marks and all applications, registrations and renewals thereof, (iii) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications and patent disclosures, together with all reissuances, divisions, continuations, continuations-in-part, substitutes, extensions and reexaminations thereof, (iv) all proprietary formulations, know-how, confidential business information, trade secrets, research and development results, compositions, techniques, processes, technical data, designs, drawings, diagrams, specifications, catalogs, customer and supplier lists and contact information, pricing and cost information, business and marketing plans and proposals, and manufacturing, engineering, quality control, testing, operations, logistical, maintenance and other technical information and technology, (v) all mask works and all applications, registrations and renewals in connection therewith, (vi) all computer software (including but not limited to source code, executable code, data, databases and related documentation), whether purchased, licensed or internally developed, (vii) all copies and tangible embodiments thereof in whatever form or medium, (viii) all other intellectual property rights.

" Intermediate Distribution Date " shall have the meaning set forth in Section 13.4(d) .

" Inventory " shall mean all merchandise, stock in trade and other such assets of a Person held for sale or lease in the ordinary course of its business or to be furnished under contracts of service or held as work in process, as well as any other item included in the calculation of the line item titled "Inventory" on the relevant financial statement, in each case calculated in accordance with GAAP.

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" Joint Written Direction " shall mean a written instruction executed by an authorized representative of the Member Representative and Parent, directing the Escrow Agent to disburse all or a portion of the Warranty Escrow Fund or EC Escrow Fund or to take or refrain from taking an action pursuant to the Warranty Escrow Agreement or the EC Escrow Agreement, as applicable.

" Knowledge " shall mean, with respect to an individual, such individual’s actual knowledge of a particular fact or other matter, and with respect to " Knowledge " of any of the Poco Companies means the actual knowledge of the following, in each case after due inquiry, which, for purposes of this Agreement, shall mean the review by each of the named individuals of Company documents, notes and files, related to his or her responsibilities, including, but not limited to, correspondence and e-mails, and an inquiry by each named individual of each person reporting directly to him or her as to matters within the area of responsibility of such reporting person: (a) with respect to all matters described herein, James E. Ashton, John F. Beasley, Corey Rucci, Scott Sirignano, Rick Slimp and Bruce Arrington, (b) with respect to the representations and warranties set forth in Section 4.5 and Section 5.21 , the individuals listed in subparagraph (a), plus Patrick Lloyd and Rex Sheppard, (c) with respect to the representations and warranties set forth in Section 5.12 (Intellectual Property), the individuals listed in subparagraph (a), plus Rex Sheppard and (d) with respect to the representations and warranties set forth in Section 5.20 (Environmental), the individuals listed in subparagraph (a), plus Todd Bendure.

" Law " shall mean any law, statute, rule, regulation, ordinance and other pronouncement having the effect of law of the United States of America, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Body.

" Leased Real Property " shall have the meaning set forth in Section 5.11(a) .

" Leases " shall mean any and all written and oral contracts, agreements, and commitments regarding the lease of real property or personal property.

" Letter of Transmittal " shall have the meaning set forth in Section 3.5(a) .

" Liabilities " shall mean any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation, penalty, responsibility, cost or expense, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, known or unknown, contingent or otherwise.

" Losses " shall have the meaning set forth in Section 13.2(a) .

" Management Group " shall have the meaning set forth in Section 3.4 .

" MARC " shall mean the Missile Annex Review Committee.

" Marks " shall mean the name and all trade names, fictional business names, trade dress rights, registered and unregistered trademarks and service marks and logos and other source identifiers including any internet domain names, and applications therefore, together with all

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translations, adaptations, derivations and combinations and like intellectual property rights used by the Company or any of its Subsidiaries.

" Material Adverse Effect " shall mean any effect or change that would be (or would reasonably be expected to be) materially adverse to the business, assets, financial condition, operating results, or operations of the Poco Companies, taken as a whole, or would prohibit their ability to consummate the Transactions, but excluding changes in the United States or world financial markets or general economic conditions, provided that such changes do not disproportionately affect the Poco Companies, taken as a whole, when compared to their respective industries.

" Maximum Environmental Agreed Remediation Amounts " shall have the meaning set forth in Section 13.3(e) .

" Member Group Indemnified Person " shall have the meaning set forth in Section 13.6(a) .

" Member Representative " shall have the meaning set forth in Section 14.1 .

" Member Representative Designees " shall mean John Beasley and James Ashton or any individuals appointed to replace them by the Member Representative in a written notice provided to Parent.

" Members " shall have the meaning set forth in Section 3.4 .

" Merger " shall have the meaning set forth in Section 2.1 .

" Multiemployer Plan " shall have the meaning set forth in Section 5.19(d) .

" New EC Matter Cap " shall have the meaning set forth in Section 13.4(f) .

" Non-Management Group " shall have the meaning set forth in Section 3.4 .

" Notice " shall have the meaning set forth in Section 15.1 .

" Notice of Disagreement " shall have the meaning set forth in Section 3.8(b) .

" Option " shall have the meaning set forth in Section 3.2(a) .

" Option Holders " shall have the meaning set forth in Section 3.4 .

" Option Plan " shall mean the Amended and Restated 2000 Stock Option Plan of Holdings.

" Option Proceeds " shall have the meaning set forth in Section 3.4 .

" Order " shall mean any award, decision, writ, judgment, decree, injunction or similar order of any Governmental Body or any arbitrator, in each case whether preliminary or final.

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" Ordinary Course of Business " shall mean an action taken by a Person if such action is (a) in the ordinary course of the normal day-to-day operations of such Person and consistent with the past practices of such Person and (b) not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is not required to be specifically authorized by the parent company (if any) of such Person.

" Outstanding Common Units " shall have the meaning set forth in Section 3.4 .

" Owned Real Property " shall have the meaning set forth in Section 5.11(a) .

" Parent " shall have the meaning set forth in the preamble to this Agreement.

" Parent Disclosure Schedule " shall mean the disclosure schedules attached hereto and delivered by Parent to Holdings and the Company as of the date of this Agreement.

" Parent Group Indemnified Persons " shall have the meaning set forth in Section 13.2(a) .

" Paying Agent " shall mean Cowen or its duly appointed successors or designees.

" Paying Agent Agreement " shall mean the agreement to be entered into at Closing between the Member Representative and the Paying Agent, in such form as shall be agreed to by such parties prior to the Effective Date, which form shall be reasonably acceptable to Parent.

" Per Common Unit Management Merger Consideration " shall have the meaning set forth in Section 3.4 .

" Per Common Unit Merger Consideration " shall have the meaning set forth in Section 3.4 .

" Per Common Unit Non-Management Merger Consideration " shall have the meaning set forth in Section 3.4 .

" Per Escrow Unit Fund Disbursements " shall mean the amount of the disbursements or payments to be made to each Escrow Beneficiary and Expense Escrow Beneficiary based upon the number of Escrow Units or Expense Escrow Units owned by such Escrow Beneficiary and Expense Escrow Beneficiary, and determined on a per Escrow Unit basis or per Expense Escrow Unit basis, as applicable, and as further outlined in Section 13.12 and Section 14.2 .

" Permitted Exceptions " shall mean with respect to the Real Property (a) any discrepancies, conflicts or shortages in area or boundary lines, or any encroachments, or any overlapping of improvements, (b) general real estate taxes, fees and assessments, for the current year not yet due and payable as of the date hereof and all subsequent years, all of which shall be assumed and paid by Parent, (c) all governmental regulations and restrictions, including building and zoning ordinances, (d) any non-monetary covenants, conditions, reservations, exceptions and easements, and all oil, gas and mineral conveyances and leases, if any, in effect and shown of record, and (e) any other non-monetary title exceptions and

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encumbrances of record provided that none of the Permitted Exceptions shall materially impair the use of any of the Real Property in the operation of the Business as conducted as of the date hereof.

" Permitted Liens " shall mean non-monetary (i) Encumbrances with respect to the Real Property known (actual or constructive knowledge) to Parent and/or Acquisition Sub that do not materially impair the use of such Real Property by the Company in the operation of the Business as conducted as of the date hereof, (ii) Encumbrances for Taxes, assessments, governmental charges or levies on any of the Real Property not yet due and payable or (iii) Encumbrances in favor of Comerica Bank ( provided that such Encumbrances are removed as of the Closing Date).

" Per Preferred Unit Merger Consideration " shall have the meaning set forth in Section 3.4 .

" Person " shall mean any individual, partnership, joint venture, corporation, trust, unincorporated organization, government or other department or agency thereof or any other legally recognized entity.

" Phase II Environmental Conditions " shall mean the following conditions as described in the Phase II Environmental Report which will be remediated: (i) the excavation and offsite disposal of the grinder sludge material, as estimated and described in the Phase II Environmental Report to cost approximately One Hundred Thousand Dollars ($100,000); (ii) the removal of the carbon billet material from the creek, as estimated and described in the Phase II Environmental Report to cost approximately Forty Thousand Dollars ($40,000); (iii) the milled petroleum coke powder, as estimated and described in the Phase II Environmental Report to cost approximately Three Hundred Thousand Dollars ($300,000); and (iv) with respect to the petroleum coke storage runoff, as estimated and described in the Phase II Environmental Report to cost approximately Forty Thousand Dollars ($40,000).

" Phase II Environmental Report " shall mean the site investigation report dated March 28, 2008, issued by RMT, Inc. to Entegris, Inc. regarding the Company’s facility located in Decatur, Texas.

" Poco Companies " shall mean Holdings, the Company and their respective Subsidiaries.

" Poco Export Experts " shall have the meaning set forth in Section 10.5(c)(iv) .

" Post Claim Deadline Date Obligations " shall have the meaning set forth in Section 13.3(b) .

" Post-Environmental Indemnification Threshold Obligations " shall have the meaning set forth in Section 13.3(e) .

" Post-Warranty Escrow Cap " shall have the meaning set forth in Section 13.3(b) .

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" Pre-Closing Tax Period " shall have the meaning set forth in Section 13.2(a)(iv) .

" Pre-Environmental Indemnification Threshold Obligations " shall have the meaning set forth in Section 13.3(e) .

" Preferred Unit Cost " shall have the meaning set forth in Section 3.4 .

" Preferred Units " shall have the meaning set forth in Section 3.1(c) .

" Preliminary Deficiency " shall mean any excess of the Working Capital Target over the Estimated Working Capital Value.

" Preliminary Statement " shall have the meaning set forth in Section 3.8(a) .

" Preliminary Surplus " shall mean any excess of the Estimated Working Capital Value over the Working Capital Target.

" Proceeding " shall mean any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administered or inferred), commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

" Real Property " shall have the meaning set forth in Section 5.11(a) .

" Related Person " shall mean (i) with respect to a particular individual: (a) each other member of such individual’s family; (b) any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s family; (c) any person in which such individual or members of such individual’s family hold (individually or in the aggregate) a material interest; and (d) any Person with respect to which such individual or one or more members of such individual’s family serves as a director, officer, partner, executor, or trustee (or in a similar capacity); and (ii) with respect to a specified Person other than an individual shall mean: (u) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person; (v) any Person that holds a material interest in such specified Person; (w) each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity); (x) any Person in which such specified Person holds a material interest; (y) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and (z) any related Person of any individual described in any clause above.

" Release " shall mean any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.

" Selected Firm " shall mean a national or international firm of independent public accountants in good standing with all applicable regulatory agencies, that is mutually agreeable to Holdings and Parent.

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" Senior Indebtedness " shall mean all principal, interest or other amounts (including any prepayment premiums or penalties) due or owing pursuant to the Senior Loan Agreement to the lender thereunder.

" Senior Loan Agreement " shall mean that certain Amended and Restated Agreement dated February 18, 2005, among Poco Graphite, Inc., Poco Graphite Holdings, LLC, Poco Graphite International, Inc. and Comerica Bank and the other financial institutions from time to time parties thereto, as amended by Amendment No. 1 to Revolving Credit and Term Loan Agreement dated July 17, 2006, among Poco Graphite, Inc., Poco Graphite Holdings, LLC, Poco Graphite International, Inc. and Comerica Bank and the other financial institutions from time to time parties thereto.

" Service " shall have the meaning set forth in Section 10.4(a) .

" Straddle Period " shall have the meaning set forth in Section 10.11(b)(i) .

" Subsidiary " shall mean with respect to any Person, any corporation, limited liability company, or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Person or one or more of its Subsidiaries; when used without reference to a particular Person, " Subsidiary " means a Subsidiary of the Company. The term "Subsidiary" shall include all Subsidiaries of such Subsidiary.

" Surviving Corporation " shall have the meaning set forth in Section 2.1 .

" Tangible Property " shall mean all furniture, fixtures, machinery, equipment (including motor vehicles), computers, office equipment and apparatus, tools, machinery, supplies and all other assets of the Company and its Subsidiaries, excluding Inventory, Intellectual Property, goodwill and Real Property.

" Tax " or " Taxes " (and with correlative meanings " Taxable " or " Taxing ") shall mean with respect to any Person (i) all U.S. federal, state, local, provincial and foreign income, gross receipts, franchise, net worth, withholding, employment, social security (or similar), unemployment, disability, payroll, real property, personal property, sales, use, profits, license, excise, severance, escheat obligations, stamp, occupation, premium, environmental (including taxes under Code §59A), customs duties, capital stock, wind-fall profits, transfer, registration, value-added, or alternative or add-on minimum, estimated, or other tax of any kind, including any interest, penalties and additions imposed with respect to such amounts whether disputed or not, and (ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, or as a result of being liable for another person’s taxes as a transferee or successor, by contract or otherwise.

" Tax Claim " shall have the meaning set forth in Section 13.10 .

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" Taxing Authority " shall mean any government or subdivision, agency, commission or authority thereof, or any quasi-governmental or private body having jurisdiction over the assessment, determination or collection or other imposition of Taxes.

" Tax Proceeding " shall have the meaning set forth in Section 10.13 .

" Tax Return " shall mean all U.S. federal, state, local, provincial and foreign returns, declarations, claims for refunds, forms, statements, reports, schedules, information returns or similar statements or documents, and any amendments thereof (including, without limitation, any related or supporting information or schedule attached thereto) required to be filed with any Taxing Authority in connection with the determination, assignment or collection of any Tax or Taxes.

" Third-Party Claim " shall have the meaning set forth in Section 13.9(a) .

" Title Insurance Policy " shall have the meaning set forth in Section 10.16 .

" Total Enterprise Value " shall have the meaning set forth in Section 3.4 .

" Total Option Proceeds " shall have the meaning set forth in Section 3.4 .

" Total Preferred Merger Consideration " shall have the meaning set forth in Section 3.4 .

" Transaction Documents " shall mean (a) this Agreement and the Exhibits hereto, and (b) all other agreements, instruments, certificates and documents to be executed and delivered in connection with this Agreement.

" Transaction Expenses " shall mean (a) the legal, accounting, financial advisory and other third-party advisory or consulting fees, expenses and other amounts paid or payable by any of the Poco Companies in connection with or as a result of the transactions contemplated by this Agreement, to the extent incurred on or prior to the Closing Date, (b) any severance, change of control, completion bonuses or other similar payments due in connection with the transactions contemplated hereby to the extent not included in the Working Capital Adjustment, and (c) the amount of any prepayment or other similar penalties or fees related to the payoff of any Indebtedness in connection with the Transactions and not otherwise deducted from the Closing Date Equity Payout.

" Transactions " shall mean the transactions contemplated by this Agreement and all of the Transaction Documents.

" Underway Remediation Actions " shall mean the actions related to the remediation of the conditions identified in items (i) and (ii) in the definition of Phase II Environmental Conditions, including any actions required by a Governmental Body with respect to such conditions.

" Units " shall mean the Common Units and Preferred Units of Holdings.

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" U.S. Export Controls and Sanctions Laws " means the U.S. Arms Export Control Act, the U.S. International Traffic in Arms Regulations, the U.S. Trading with the Enemy Act, the U.S. International Emergency Economic Powers Act, the U.S. Export Administration Act, the U.S. Export Administration Regulations and associated Executive Orders, the U.S. Nuclear Regulatory Commission Regulations, the U.S. Department of Energy Regulations, and all regulations, laws and policies issued by the Office for Foreign Assets Controls (" OFAC ") of the U.S. Department of the Treasury.

" U.S. International Trade Laws " means U.S. Export Controls and Sanctions Laws, the U.S. Foreign Corrupt Practices Act, the U.S. Money Laundering Control Act, the 1930 Tariff Act and other U.S. customs laws, the anti-boycott regulations of the U.S. Department of Commerce and under the Code, or any regulation, ruling, rule, order, decision, writ, judgment, injunction, or decree of any Governmental Body issued pursuant thereto.

" Voluntary Disclosure to DDTC " shall have the meaning set forth in Section 5.21(e)(xvii) .

" Warrant " shall mean each warrant to purchase units issued by Holdings which is outstanding and unexercised as of the Closing Date.

" Warrant Holders " shall have the meaning set forth in Section 3.4 .

" Warranty Escrow Agent " shall mean the Escrow Agent acting under the Warranty Escrow Agreement.

" Warranty Escrow Agreement " shall mean the Warranty Escrow Agreement to be executed at Closing, between the Parent, the Member Representative and the Warranty Escrow Agent, in such form as shall be agreed to by such parties prior to the Effective Date.

" Warranty Escrow Fund " shall have the meaning set forth in Section 13.3(a) .

" Warrant Proceeds " shall have the meaning set forth in Section 3.4 .

" Working Capital Adjustment " shall have the meaning set forth in Section 3.8(h) .

" Working Capital Target " shall mean Twenty-Four Million Eight Hundred Thousand Dollars ($24,800,000).

1.2 Other Terms . Other terms may be defined elsewhere in the text of this Agreement.

1.3 Other Definitional Provisions .

a. The words "hereof," "herein" and "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not any particular provision of this Agreement.

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b. The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

c. The terms defined in the neuter or masculine gender shall include the feminine, neuter and masculine genders, unless the context clearly indicates otherwise.

d. All accounting terms shall have the meaning specified by GAAP unless otherwise specified.

e. The section, schedule and exhibit references set forth herein refer to the sections, schedules and exhibits of this Agreement, unless otherwise stated herein, and are incorporated herein for all purposes.

ARTICLE 2

THE MERGER

2.1 The Merger . Upon the terms and subject to the conditions hereof, and in accordance with the provisions of the Delaware Limited Liability Company Act (the " DLLCA "), at the Effective Time, Acquisition Sub shall be merged with and into Holdings (the " Merger "), whereupon the separate existence of Acquisition Sub shall cease, and the corporate existence of Holdings, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth herein. The Merger shall have the effects set forth in the DLLCA and herein. Holdings, in its capacity as the entity surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation."

2.2 Effective Time . At the Closing, Parent, Acquisition Sub and Holdings shall cause a certificate of merger complying with Section 2.09 of the DLLCA (the " Certificate of Merger ") to be executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date and time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware, or at such later time and date as may be agreed in writing by the parties and specified in the Certificate of Merger (the " Effective Time ").

2.3 Effect of the Merger . At the Effective Time, the Surviving Corporation shall become a wholly-owned Subsidiary of Parent and shall possess all rights, assets, powers, privileges and franchises and shall be subject to all obligations, liabilities, restrictions and disabilities of Holdings and Acquisition Sub, as provided under the DLLCA.

2.4 Governing Documents . The Certificate of Merger shall provide that at the Effective Time the certificate of formation of Holdings shall be amended as determined by Parent, in its sole and complete discretion, which, as so amended, shall be the certificate of formation of the Surviving Corporation until thereafter amended as provided therein and by applicable Law. The limited liability company agreement of Acquisition Sub, as in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Corporation until thereafter amended as provided therein and by applicable Law.

2.5 Officers and Managers of the Surviving Corporation . The officers and managers of Acquisition Sub at the Effective Time shall, from and after the Effective Time, be

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the officers and managers, respectively, of the Surviving Corporation, until their successors shall have been elected or appointed or until their earlier death, resignation or removal, in accordance with the certificate of formation and limited liability company agreement of the Surviving Corporation.

ARTICLE 3

CONVERSION OF SECURITIES

3.1 Conversion of Securities . The manner of converting or canceling the outstanding units of Holdings and Acquisition Sub in the Merger shall be as follows. At the Effective Time, by virtue of the Merger and without any action on the part of any party:

a. Acquisition Sub Common Units . Each common unit of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable Common Unit of the Surviving Corporation, with the rights, powers and privileges set forth in the certificate of formation of the Surviving Corporation.

b. Holdings Common Units . Each Common Unit of Holdings issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and be converted into and become a right to receive the following:

(i) for each member of the Non-Management Group who owns Common Units that are issued and outstanding immediately prior to the Effective Time, the Per Common Unit Non-Management Merger Consideration; and

(ii) for each member of the Management Group who owns Common Units that are issued and outstanding immediately prior to the Effective Time, the Per Common Unit Management Merger Consideration, plus the Per Escrow Unit Fund Disbursements.

c. Holdings Preferred Units . Each Preferred Unit of Holdings (the " Preferred Units ") issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and be converted into and become a right to receive the Per Preferred Unit Merger Consideration.

d. Effect on Certificates . At the Effective Time, all Units shall no longer be outstanding and shall be canceled and retired and cease to exist, and each holder of a certificate (the " Certificate ") formerly representing any of such Units (the " Certificated Units ") shall cease to have any rights with respect to such Units, except only the right to receive the Per Common Unit Merger Consideration, the Per Preferred Unit Merger Consideration and/or the Per Unit Escrow Fund Disbursements, as applicable, as provided herein.

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e. Escrow Beneficiary . As of the Effective Time, each member of the Management Group shall become an Escrow Beneficiary as provided in Section 13.12 and an Expense Escrow Beneficiary as provided in Section 14.2 .

3.2 Options .

a. Holdings shall take such actions as are necessary so that, at the Effective Time, each option to purchase Common Units issued pursuant to the Option Plan (each an " Option ") that is outstanding immediately prior to the Effective Time shall be fully vested and shall be canceled in consideration of the payment either by Holdings or the Paying Agent, to each holder thereof, for each Common Unit underlying an Option, an amount in cash equal to:

(i) if the holder is in the Non-Management Group, the difference between (A) Per Common Unit Non-Management Merger Consideration, and (B) the per unit exercise price to exercise the Option to purchase the underlying Common Unit; and

(ii) if the holder is in the Management Group, the difference between (A) the Per Common Unit Management Merger Consideration, and (B) the per unit exercise price to exercise the Option to purchase the underlying Common Unit.

b. Holdings and the Paying Agent shall be entitled to deduct or withhold the amount otherwise payable to a holder of an Option any amount required to be withheld under applicable Tax laws. The Option Plan shall terminate immediately prior to the Effective Time and any outstanding Option and other rights to acquire Units granted to directors, employees or others under any Option Plan shall be canceled as of or prior to the Effective Time.

c. As soon as reasonably practicable after the Closing Date, the Paying Agent will mail and/or make available to each Option Holder a Letter of Transmittal which will contain appropriate representations and warranties reasonably satisfactory to Parent with respect to the Options.

3.3 Warrants .

a. Holdings shall take such actions as are necessary so that each Warrant issued and outstanding prior to the Effective Time shall be deemed surrendered and canceled prior to the Effective Time in consideration of the payment by the Paying Agent to each holder thereof:

(i) for each Common Unit underlying a Warrant to purchase Common Units, an amount in cash equal to the difference between (A) the Per Common Unit Management Merger Consideration, and (B) the per unit exercise price to exercise the Warrant to purchase the Common Units; and

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(ii) for each Preferred Unit underlying a Warrant to purchase Preferred Units, an amount in cash equal to the difference between (A) the Per Preferred Unit Merger Consideration, and (B) the per unit exercise price to exercise the Warrant to purchase the Preferred Units.

b. Holdings and the Paying Agent shall be entitled to deduct or withhold the amount otherwise payable to the holder of a Warrant any amount required to be withheld under applicable Tax laws. Holdings shall use Commercially Reasonable Efforts to obtain the consent of each holder of a Warrant of the foregoing treatment to the extent such treatment is not expressly permitted by the terms of the applicable Warrant and any related agreements, and to take any other action reasonably necessary to effectuate the foregoing provision. Any outstanding Warrant and other associated rights to acquire Units granted to any party shall be canceled as of or prior to the Effective Time.

c. As soon as reasonably practicable after the Closing Date, the Paying Agent will mail and/or make available to each Warrant Holder a Letter of Transmittal which will contain appropriate representations and warranties reasonably satisfactory to Parent.

3.4 Definitions . As used herein, the following terms shall have the meanings set forth below:

" Closing Date Equity Payout " shall mean an amount equal to the sum of the following: (i) the Total Enterprise Value, plus (ii) the amount of Closing Cash and Cash Equivalents, plus (iii) the Preliminary Surplus (or minus any Preliminary Deficiency, in each case, as of the Closing Date), minus (iv) the Estimated Closing Date Indebtedness, minus (v) the sum of the Initial Warranty Escrow Fund Amount, the Initial EC Escrow Fund Amount, and the Initial Expense Escrow Fund Amount, minus (vi) all fees, expenses and other monies due or payable to the Paying Agent in connection with the transactions contemplated hereby, minus (vii) the Transaction Expenses, to the extent not included in the Closing Date Indebtedness.

" Management Group " shall mean Cowen Investments I, LLC, J.H. Whitney IV, L.P., J.H. Whitney Mezzanine Fund, L.P., J.H. Whitney Private Debt Fund, L.P., James E. Ashton, John F. Beasley, Corey Rucci, Scott Sirignano, Rick Slimp, Bruce Arrington, Ron Miller, John B. DeVault, Mel Johnson, Richard Fagan and Kirk Giroux.

" Members " shall mean the Members of Holdings.

" Non-Management Group " shall mean all Members of Holdings who are not in the Management Group, and all Option Holders who are not in the Management Group.

" Option Holders " shall mean all holders of Options immediately prior to the Closing Date.

" Option Proceeds " shall mean the aggregate exercise price of all Options that entitle the Option Holders to receive payment pursuant to Section 3.2 .

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" Outstanding Common Units " shall mean the sum of (i) the number of outstanding Common Units, and (ii) the number of Common Units issuable upon exercise of all outstanding Options that entitle the holder to receive payment pursuant to Section 3.2 , and (iii) the number of Common Units issuable upon exercise of all outstanding Warrants that entitle the holder to receive payment pursuant to Section 3.3 , in each case, determined immediately prior to the Effective Time.

" Per Common Unit Management Merger Consideration " shall mean an amount equal to the quotient obtained by dividing (a) the sum of the following: (i) the Closing Date Equity Payout, plus or minus (ii) the Working Capital Adjustment, plus (iii) the aggregate Option Proceeds, plus (iv) the aggregate Warrant Proceeds, minus (v) the Total Preferred Merger Consideration, by (b) the number of Outstanding Common Units.

" Per Common Unit Merger Consideration " shall mean the Per Common Unit Management Merger Consideration or the Per Common Unit Non-Management Merger Consideration, as applicable.

" Per Common Unit Non-Management Merger Consideration " shall mean an amount equal to the quotient obtained by dividing (a) the sum of the following: (i) the Closing Date Equity Payout plus or minus (ii) the Working Capital Adjustment, plus (iii) the aggregate Options Proceeds, plus (iv) the aggregate Warrant Proceeds, minus (v) the Total Preferred Merger Consideration, plus (vi) the Initial Warranty Escrow Fund Amount plus (v) the Initial EC Escrow Fund Amount, plus (vi) the Initial Expense Escrow Fund Amount, by (b) the number of Outstanding Common Units.

" Per Preferred Unit Merger Consideration " shall mean an amount calculated with respect to each Preferred Unit outstanding as of the Closing Date or calculated as though each outstanding Warrant to purchase a Preferred Unit had been issued equal to the Preferred Unit Cost with respect to such, times 1.06 ⁿ , where "n" = the number of years (and/or fractions thereof) from the date of issuance of (a) such Preferred Unit or (b) the Warrant exercisable for such Preferred Unit.

" Preferred Unit Cost " shall mean an amount equal to $0.85.

" Total Enterprise Value " shall mean One Hundred Fifty Eight Million United States Dollars (USD 158,000,000).

" Total Option Proceeds " shall mean the aggregate exercise price of all Options that entitle the Option Holders to receive payment pursuant to Section 3.2 .

" Total Preferred Merger Consideration " shall mean the aggregate of the Per Preferred Unit Merger Consideration, calculated with respect to each Preferred Unit outstanding as of the Closing Date and each Preferred Unit underlying a Preferred Warrant outstanding as of the Closing Date.

" Warrant Proceeds " shall mean the aggregate exercise price of all Warrants that entitle the holder to receive payment pursuant to Section 3.3 .

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" Warrant Holders " shall mean all of the holders of Warrants immediately prior to the Closing Date.

3.5 Payment for Units .

a. As soon as reasonably practicable after the Closing Date, the Paying Agent will mail and/or make available to each record holder of Units, a Letter of Transmittal (the " Letter of Transmittal "), which shall (i) contain warranties of such holder as to title to such Units and the authority to execute and deliver the relevant documents and the Certificates, along with such other representations and warranties as the Paying Agent and/or Parent may reasonably deem necessary or appropriate, (ii) specify that delivery shall be effected, and risk of loss and title to such Units shall pass, upon proper delivery to the Paying Agent of the Certificate representing such Units, together with a properly completed Letter of Transmittal by such holder of the Units, (iii) contain instructions for use in effecting the delivery of the Certificates in exchange for the Per Common Unit Management Merger Consideration, the Per Common Unit Non-Management Consideration and Per Unit Preferred Merger Consideration, as applicable, and (iv) contain a release of any and all Claims against Parent and the Surviving Corporation relating to such Units and the transactions contemplated hereby.

b. Upon (i) surrender or delivery for cancellation to the Paying Agent of one or more of the Certificates evidencing the Units together with such Letter of Transmittal duly executed and properly completed in accordance with the instructions therein, or, (ii) in the case of Units in which the Certificate is lost or missing, upon the surrender or delivery to the Paying Agent of a Letter of Transmittal duly executed and properly completed in accordance with the instructions therein, the holder of such Units shall receive from the Paying Agent, within a reasonable period of time after the Paying Agent verifies the receipt of all requisite paperwork, properly completed and executed, by certified check (or at the election of any Person entitled to receive in excess of USD 100,000, by wire transfer to an account designated by such holder) an amount equal to the aggregate Per Unit Merger Consideration and Per Unit Preferred Merger Consideration, as applicable, attributable to the number of Units held by such holder and properly transferred to the Paying Agent.

c. No interest shall be paid or accrued in respect of payments of the Closing Date Equity Payout. If payment is to be made to a Person other than the Person in whose name the Units are registered, it shall be a condition of payment that the Certificates and the Letter of Transmittal delivered to the Paying Agent as provided in Section 3.5(a) shall be properly executed and otherwise in proper form and that the Person requesting such payment shall pay any Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificates or establish to the satisfaction of the Paying Agent that such Tax has been paid or is not applicable. Until the Paying Agent receives the relevant Certificates and the relevant Letter of Transmittal in accordance with the provisions of this Section 3.5 , each holder of any Units shall own only the right to receive, as a general creditor of the Paying Agent, to the extent the funds have been delivered to the Paying Agent (i) the Per Common Unit Merger Consideration, in the case of Common Units and as applicable, and

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additionally, (ii) the Per Preferred Unit Merger Consideration in the case of Preferred Units.

d. After the Effective Time, there shall be no transfers of Units on the transfer books of the Surviving Corporation. If, after the Effective Time, a request for the transfer of Units is presented to the Paying Agent or the Surviving Corporation, the relevant Units shall be canceled and exchanged for the consideration as provided in Sections 3.1 and 3.5 .

e. Notwithstanding the foregoing, Parent, the Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Units such amounts as are required under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Units in respect of which such deduction and withholding were made by Parent, the Surviving Corporation or the Paying Agent. Notwithstanding the foregoing, no amount shall be withheld from any payment made hereunder to a holder of Units who provides Parent, the Surviving Corporation or the Paying Agent with a properly completed Internal Revenue Service Form W-9 or Substitute Form W-9, or who otherwise provides Parent, the Surviving Corporation or the Paying Agent with appropriate evidence that such Person is exempt from federal income tax back-up withholding. Pursuant to Section 3.6 , if a Certificate has been mutilated, lost, stolen or destroyed, the holder of such Certificate shall submit an affidavit and indemnity to the Surviving Corporation, which shall be contained in the Letter of Transmittal stating that the Certificate has been mutilated, lost, stolen or destroyed.

f. Neither the Paying Agent, Parent nor the Surviving Corporation will be liable to any holder of Units for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If the Certificates have not been surrendered to the Paying Agent prior to one year after the Effective Time (or immediately prior to such earlier date on which any cash in respect of the relevant Units would otherwise escheat to or become the property of any Governmental Body), any such cash shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

g. The Per Common Unit Merger Consideration and the Per Preferred Unit Merger Consideration payable in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights pertaining to such Units.

h. Any portion of the Closing Date Equity Payout that remains undistributed to the holders of Units, Options or Warrants, one year after the Effective Time will be promptly delivered to the Surviving Corporation by the Paying Agent along with any and all earnings thereon, and any holder of Units, Options or Warrants

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shall look only to Parent or the Surviving Corporation for satisfaction of any claims related to the Closing Date Equity Payout.

i. Notwithstanding anything else set forth herein, in no event shall Parent be obligated to pay to the holders of Common Units, Preferred Units, Escrow Units, Options and Warrants collectively an amount in excess of the aggregate of (i) the Total Enterprise Value plus (ii) the Preliminary Surplus, if any, less (iii) the Preliminary Deficiency, if any, (iv) in each of clauses (ii) and (iii), as adjusted by the Working Capital Adjustment set forth in Section 3.8 , if any, less (v) the Poco Companies’ Indebtedness at Closing, less (vi) the Transaction Expenses, less (vii) any and all fees payable pursuant to the Paying Agent Agreement, plus (viii) the Poco Companies’ Closing Cash and Cash Equivalents.

3.6 Lost Certificates . If any Certificate with respect to Units that have been certificated shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made with respect to such Certificate, the Paying Agent shall pay all amounts in respect of such mutilated, lost, stolen or destroyed Certificate, in accordance with this Agreement.

3.7 Pre-Closing Estimates . At least five (5) Business Days prior to the Closing, Holdings shall submit to the Parent a written statement (the " Estimate ") in substantially the form as the Closing Statement (the " Closing Statement ") and Final Statement attached as Exhibit A hereto, which sets forth in reasonable detail (i) Holdings’ good faith estimate of Closing Date Indebtedness (" Estimated Closing Date Indebtedness ") and (ii) Holdings’ good faith estimate of the Closing Working Capital Value (" Estimated Working Capital Value "), each as determined in a manner consistent with past practices and in accordance with GAAP. Holdings shall grant the Parent full access to the books, records and personnel of Holdings and the Company and the opportunity to consult with Holdings for purposes of confirming or disputing the Estimate, prior to the Closing. If Parent agrees with the Estimated Closing Date Indebtedness and Estimated Working Capital Value, each as set forth on the Estimate, then such amounts shall be used for the purposes of determining the Closing Date Equity Payment. If the Parent shall disagree, in good faith, with any item set forth in the Estimate, and notifies Holdings in writing of such disagreement prior to the Closing, then Parent and Holdings shall each work, in good faith, to reach agreement on such items and the amounts as agreed to by Parent and Holdings shall be deemed the Estimated Closing Date Indebtedness and Estimated Working Capital Value for all purposes under this Agreement.

3.8 Post-Closing Adjustments .

a. Final Statement . Within forty-five (45) days after the Closing Date, Parent shall cause the Company to prepare in good faith and deliver to the Member Representative a written statement (the " Preliminary Statement ") in substantially the form as the Closing Statement and Final Statement attached as Exhibit A , which shall set forth in reasonable detail Parent’s determination of the Closing Working Capital

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Value and Closing Date Indebtedness, in each case determined in a manner consistent with past practices and in accordance with GAAP, except that in the event past practices and GAAP conflict then GAAP will be used. The Preliminary Statement shall be binding upon the parties to this Agreement and such Preliminary Statement shall be the " Final Statement ," unless the Member Representative gives written notice of its disagreement to Parent in accordance with Section 3.8(b) within fifteen (15) days after its receipt of the Preliminary Statement.

b. Disagreement Procedures . The Preliminary Statement shall not be binding upon the parties to this Agreement if the Member Representative gives written notice of the Member Representatives’ disagreement (" Notice of Disagreement ") to Parent within fifteen (15) days after its receipt of the Preliminary Statement, specifying in reasonable detail the nature and extent of such disagreement. If the Member Representative and Parent resolve any such disagreement to their mutual satisfaction within fifteen (15) days after Parent’s receipt of the Notice of Disagreement from the Member Representative, that agreement shall be binding upon the parties to this Agreement, and the Preliminary Statement, with such changes, if any, as are so mutually agreed, shall become the " Final Statement ."

c. Unresolved Disagreements . If the Member Representative and Parent are unable to resolve any such disagreement within such fifteen (15) day period, the Parent or the Member Representative may refer such disagreement for final determination to the Selected Firm. The resolution of such disagreement and the Selected Firm’s calculations of the Closing Working Capital Value and Closing Date Indebtedness in accordance with Section 3.8(a) , shall be final and binding upon the parties to this agreement and shall be nonappealable, and shall, together with those aspects of the Preliminary Statement as to which no objection was made, be the " Final Statement ."

d. Selected Firm . The parties will cooperate with the Selected Firm during the term of its engagement. The matters to be resolved by the Selected Firm shall be limited to the items specified in the Notice of Disagreement. The resolution of a disagreement on any item by the Selected Firm shall not be more favorable to the Parent than the amount set forth in the Preliminary Statement or more favorable to the Member Representative than set forth in the Notice of Disagreement. The Selected Firm’s determination will be based solely on presentations by the Member Representative and Parent and their respective representatives, and shall be in accordance with this Agreement ( i.e. , not on the basis of an independent review). The Selected Firm shall deliver its final resolution of items specified in the Notice of Disagreement to the parties in writing, which final resolution shall be delivered not more than thirty (30) days following the referral of such disagreement to the Selected Firm. The fees and expenses of the Selected Firm shall be borne by the parties as designated by the Selected Firm, which designation shall be based upon the inverse proportion of the amount of disputed items resolved in favor of such party ( i.e. , so that the prevailing party bears a lesser amount of such fees and expenses).

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e. Access to Books and Records . The Parent shall grant the Member Representative and its representatives reasonable access to the relevant books and records of the Company and its relevant personnel during normal business hours to allow the Member Representative to make evaluations under this Section 3.8 .

f. Closing Balance . For purposes hereof, the term " Closing Balance " shall mean (i) the Estimated Closing Date Indebtedness plus (ii) the Preliminary Deficiency (or minus the Preliminary Surplus).

g. Final Balance . For purposes hereof, the term " Final Balance " shall mean (i) the Closing Date Indebtedness, plus (ii) the Final Deficiency (or minus the amount of the Final Surplus), in each case as the items referred to in the preceding clauses (i) and (ii) are reflected in the Final Statement.

h. Payment . If the Closing Balance is greater than the Final Balance, then Parent shall be obligated to pay the difference between such amounts to the Paying Agent, on behalf of the Members and the Escrow Beneficiaries. If the Final Balance is greater than the Closing Balance, then the Member Representative, on behalf of the Escrow Beneficiaries, shall be obligated to pay the difference between such amounts to Parent out of the Expense Escrow Fund provided , however , that if the Expense Escrow Fund does not have a sufficient balance to pay such difference, any amount due in excess of the balance in the Expense Escrow Fund shall be paid out of the Warranty Escrow Fund. Within five (5) Business Days after Member Representative’s delivery of a Notice of Disagreement, any difference between the Closing Balance and the Final Balance which is not in dispute shall be paid in cash to the party entitled thereto plus interest thereon from the Closing Date to date of payment at the Agreed Rate. Within five (5) Business Days after the determination of the Final Statement, any difference between the Closing Balance and the Final Balance, after taking into account the payments, if any, made pursuant to the immediately preceding sentence, shall be paid in cash to the party entitled thereto plus interest thereon from the Closing Date to date of payment at the Agreed Rate (the aggregate of payments made pursuant to this Section 3.8(h) is herein referred to as the " Working Capital Adjustment ").

ARTICLE 4

REPRESENTATIONS AND WARRANTIES AS TO HOLDINGS

Except as set forth in the Company Disclosure Schedule, the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, Holdings represents and warrants to Parent that the statements contained in this Article 4 are true, correct and complete in all material respects with respect to Holdings as of the Execution Date and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 4) .

4.1 Organization . Holdings is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is in good standing under such

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laws. Holdings has the requisite entity power to own and operate its properties and assets, and to carry on its business as presently conducted. Holdings is duly qualified or licensed and in good standing as a foreign limited liability company, and is authorized to do business, in each jurisdiction in which the ownership or leasing of its respective properties or the character of its respective operations makes such qualification necessary, except such jurisdictions where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Poco Companies, taken as a whole. Holdings (a) owns all of the capital stock of the Company, free and clear of any Encumbrance (other than Encumbrances in favor of Comerica Bank) and (b) owns no capital stock or other equity interest in any other entity. Holdings has previously made available to Parent true, correct and complete copies of the organizational documents of Holdings.

4.2 Power and Authority; Enforceability . Holdings has full corporate power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents, to perform its respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized and approved by all required corporate action of Holdings and its Members. This Agreement has been duly executed and delivered by Holdings and is, and each of the other Transaction Documents to which it is a party, when executed and delivered by Holdings will be, a valid and binding obligation of Holdings enforceable against Holdings, in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

4.3 Capitalization .

a. The authorized equity interests of Holdings consist of (i) Seventy-Five Million (75,000,000) Common Units and (ii) Seventy-Five Million (75,000,000) Preferred Units. All outstanding Units of Holdings have been validly issued, and are fully paid and non-assessable. Schedule 4.3 of the Company Disclosure Schedule sets forth the number and type of Units that are outstanding as of the date of this Agreement, including the holders of such Units and such holder’s name, address, the price paid for such Units, the date such Units were acquired and the certificate number of such units, if Certificated. Holdings is not a party to any agreement that restricts or otherwise affects the voting or transfer of the Units, and to the Knowledge of Holdings, Holdings is not party to or bound by any other such agreement.

b. Schedule 4.3 of the Company Disclosure Schedule sets forth the number of Options that are outstanding as of the date of this Agreement, including the holders of such Options, the exercise price thereof and such holder’s name and address, the date such Units were granted and the grant number of such Options, if applicable. The Company has delivered to Parent true and correct copies of each Option Plan and each option agreement, together with all amendments or supplements thereto. All Options outstanding as of the Closing Date were granted in accordance with the terms and conditions of the applicable Option Plan.

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c. Schedule 4.3 of the Company Disclosure Schedule sets forth the number of Warrants that are outstanding as of the date of this Agreement, including the holders of such Warrants, the exercise price thereof and such holder’s name and address, the date such Warrants were issued and the warrant number of such Warrants, if applicable.

d. Except for the Option Plan, any Option agreements entered into with respect to Options issued under the Option Plans and the Warrants, there are no (i) outstanding securities convertible into or exercisable or exchangeable for the Units of Holdings, the Company or any of its Subsidiaries or (ii) contracts, commitments, agreements, understandings or arrangements of any kind to which Holdings, the Company or any of their Subsidiaries is a party obligating Holdings, the Company or any such Subsidiary under any circumstance to issue or repurchase any of its securities.

4.4 No Violations . The execution, delivery and performance of this Agreement by Holdings do not and the execution and delivery of the Transaction Documents and the consummation by Holdings of the Transactions will not (with or without the giving of notice or the lapse of time or both) (i) violate, conflict with, or result in a breach or default under any provision of the charter or bylaws of Holdings; (ii) result in a breach of or violation by Holdings of any of the terms, conditions, or provisions of any Law or Order or by which any of its properties or assets may be bound; (iii) require on the part of Holdings any Governmental Authorization or any filing with or notice to any Governmental Body; or (iv) result in a violation or breach by Holdings of, conflict with, constitute (with or without due notice or lapse of time or both) a default by Holdings (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of Holdings pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Holdings is a party, or by which Holdings or any of its properties or assets may be bound, except in the case of clause (iv) of this Section 4.4 , for such violations, consents, breaches, defaults, terminations and accelerations which in the aggregate would not have a Material Adverse Effect on the Poco Companies, taken as a whole.

4.5 Compliance with Laws .

a. Holdings is, and for the five (5) years immediately prior to the Execution Date has been, in material compliance with all applicable Laws and has filed with the proper Governmental Body all statements and reports required to be filed by all applicable Laws, except where any such non-compliance or failure to file would not reasonably be expected to have a Material Adverse Effect on the Poco Companies, taken as a whole. Holdings is not, and has not in the five (5) years immediately prior to the Execution Date been subject to any investigation by any Governmental Body or conducted any internal investigation concerning any actual or alleged material violation of any Law in connection with the conduct of its business.

b. Neither Holdings, nor any of its respective directors, officers, agents, employees or representatives (in their capacities as such), has, in the five (5) years immediately prior to the Execution Date: (i) directly or indirectly used any funds for

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unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) directly or indirectly paid or delivered any payment, fee, commission, or other sum of money or item of property, however characterized, to any Government Official, or to any finder, agent or other party acting on behalf of or under the auspices of a Governmental Official or Governmental Body that was in violation of any applicable Law; (iii) to its Knowledge made any payment, directly or indirectly, to any customer or supplier for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges; or (iv) to its Knowledge engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent.

c. Except with respect to the matters disclosed in the Initial VSD to BIS, neither Holdings, nor any of its respective directors, officers, agents, employees or representatives (in their capacities as such), believes that, in the five (5) years immediately prior to the Execution Date, any of the foregoing persons or entities have taken any action or made any omission in violation of, or that may cause Holdings to be in violation of, any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation all U.S. International Trade Laws.

d. Without limiting the foregoing, Holdings represents and warrants that Holdings:

(i) has not received any written communication in the past five (5) years alleging that it is not, or may not be, in compliance in all material respects, with all U.S. export controls and sanctions laws;

(ii) has obtained, or is in the process of obtaining, all necessary export licenses and/or approvals required for its sale and delivery of all products, software and technologies exported from the United States;

(iii) does not have Knowledge that, since the filing of the Initial VSD to BIS, any reviewing agency or BIS personnel have

a) put a hold on any export license application the Company, or any of its subsidiaries, has or had pending with BIS,

b) informed the Company its license applications will be issued only after completion of a review by the Office of Export Enforcement.

(iv) does not have knowledge that BIS: (A) has rejected any export license application filed by the Company or any of its Subsidiaries within the past 18 months; or (B) since the filing of the Initial VSD to BIS has taken an amount of time in excess of the time historically taken to review export license

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applications filed by the Company or any of its Subsidiaries with respect to the country to which such applications relate;

(v) is in compliance, in all material respects, with the terms of all applicable export licenses and/or approvals;

(vi) does not have any pending or, to Holding’s Knowledge, threatened claims against Holdings with respect to such licenses or other approvals;

(vii) has no pending or voluntary disclosures or voluntary self-disclosures, nor is Holdings drafting or preparing for the submission of any voluntary disclosure or voluntary self-disclosure; and

(viii) to its Knowledge, is not aware of actions, conditions, or circumstances pertaining to Holding’s import or export transactions that may give rise to any future claims.

4.6 Ownership and Beneficiaries of Proceeds . Other than Holdings and all of the Members, Warrant Holders and Option Holders, no person or entity has any direct or indirect ownership interest, whether legal or beneficial, in any of the Poco Companies or any of their assets. No person or entity, other than Holdings and its legal and beneficial owners as disclosed to Parent, is entitled to any income or profit from this Agreement and all related agreements.

4.7 Brokers’ Fees . Holdings has not incurred and will not incur any brokerage, finders, advisory or similar fee in connection with the Transactions contemplated by this Agreement.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES AS TO COMPANY

Except as set forth on the Company Disclosure Schedule, the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, Holdings and the Company hereby represent and warrant to Parent that the statements contained in this Article 5 are true, correct and complete in all material respects as of the Execution Date and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 5 ).

5.1 Organization, Power, Standing . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Subsidiaries are duly organized, validly existing and in good standing under the laws of the state or country of its formation. Each of the Company and its Subsidiaries has all requisite entity power and authority to own, operate or lease its assets and to conduct its business as presently conducted and as presently proposed to be conducted and, as applicable, to enter into the Transaction Documents and to consummate the Transactions. Each of the Company and its

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Subsidiaries is duly authorized to conduct business and is in good standing in each jurisdiction where such authorization is required to conduct its business as currently conducted by it, other than in such jurisdictions where the failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect on the Poco Companies, taken as a whole. Schedule 5.1 of the Company Disclosure Schedule sets forth by entity such entity’s jurisdiction of incorporation or formation, as well as each jurisdiction in which authorization is required for the Company and each of its Subsidiaries to conduct its business and whether or not such entity has such authorization. The Company has previously made available to Parent, in written form, true, correct and complete copies of the certificate of incorporation and bylaws (or similar organizational documents, as appropriate) of the Company and each Subsidiary, as currently in effect.

5.2 Subsidiaries . Schedule 5.2 of the Company Disclosure Schedule sets forth the name, jurisdiction of organization and capitalization of each of the Company’s Subsidiaries and the interest of the Company in each of its Subsidiaries. Other than as set forth on Schedule 5.2 of the Company Disclosure Schedule, the Company and its Subsidiaries do not own, directly or indirectly, any capital stock or other equity securities of any Person or have any direct or indirect equity or ownership interest in any business other than publicly traded securities constituting less than five percent (5.0%) of the outstanding equity of the issuing entity. All of the outstanding equity interests of each of the Company’s Subsidiaries are owned directly or indirectly by the Company, free and clear of all Encumbrances of any kind (other than Permitted Liens), and are validly issued, fully paid and nonassessable, and there are no outstanding subscriptions, warrants, puts, calls, options, rights or agreements of any kind relating to the issuance, sale or transfer of any equity interests of any Subsidiary, or that give any person or entity the right to receive any economic benefit or right similar to or derived from the economic benefits or rights of the equity interests of one or more Subsidiaries, nor are there outstanding any securities that are convertible into or exchangeable for any shares of any capital stock or other equity securities of any Subsidiary, and neither the Company nor any of its Subsidiaries has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of any Subsidiaries or any predecessors thereof.

5.3 No Conflict; Third-Party Consents . Except as contemplated by this Agreement or the other Transaction Documents, the execution and delivery of this Agreement do not and the execution and delivery of the other Transaction Documents and the consummation of the Transactions will not (i) violate or conflict with the provisions of the certificate of incorporation or bylaws, regulations, limited liability operating agreement or other organizational documents of the Company or any of its Subsidiaries, (ii) result in the imposition of any Encumbrance upon any of the properties or assets of the Company or its Subsidiaries, cause the acceleration or material modification of any obligation under, create in any party the right to terminate, constitute a material default or breach of, or violate or conflict with the material terms, conditions or provisions of, any material note, bond, mortgage, including deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or its Subsidiaries are bound, (iii) result in a breach or violation by the Company or any of its Subsidiaries of any of the terms, conditions or provisions of any Law or Order or (iv) require on the part of the Company or any of its Subsidiaries any Governmental Authorization or any filing with or notice to any Governmental Body. No consent, approval or authorization of, or

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registration or filing with, any Person is required in connection with the execution or delivery by the Company of this Agreement or any of the other Transaction Documents to which the Company is or is to become party or the consummation of the Transactions.

5.4 Governmental Authorizations . The execution, delivery and performance of this Agreement and the other Transaction Documents by Holdings and, if applicable, by the Company and consummation of the Transactions will not require on the part of the Company or any of its Subsidiaries any Governmental Authorization or any filing with or notification to any Governmental Body.

5.5 Capitalization .

a. The authorized capital stock of the Company consists solely of One Thousand (1,000) shares of Company common stock, par value one hundred dollars ($100) per share, of which ten (10) shares are issued and outstanding. All of the issued and outstanding shares of the Company common stock have been duly authorized and validly issued, are fully paid and nonassessable. There are no securities, notes, bonds, options, warrants, calls or other instruments issued by the Company that are convertible into or exchangeable for capital stock of all classes of the Company nor does the Company have any outstanding commitment or obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company.

b. The Company is not a party to any agreements or understandings with respect to the voting (including voting trusts and proxies), sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock of the Company.

c. Immediately after the Closing, other than rights granted by or entered into with Parent, no Person will hold or have the right to acquire any equity securities of Company other than Parent or any Person acquiring any such right from or through Parent.

5.6 Financial Information .

a. The Company has furnished Parent with copies of (i) the unaudited balance sheet of the Company and its Subsidiaries as of June 30, 2008 (the " Company Latest Balance Sheet "), and the related unaudited statements of income and cash flow of the Company and its Subsidiaries as of and for each month end, beginning with January 2007, and continuing for each month thereafter through and including June 2008, including the notes thereto (together with the Company Latest Balance Sheet, the " Company Unaudited Financial Statements ") and (ii) the audited balance sheet of the Company and its Subsidiaries as of December 31, 2006, and 2007, and the audited statements of income, changes in equity and cash flow of the Company and its Subsidiaries for the years ended December 31, 2006, and 2007, respectively (including the notes thereto, the " Company Audited Financial Statements "). The Company

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Audited Financial Statements, (i) fairly present (subject, in the case of unaudited financial statements, to normal and recurring year-end adjustments which will not, individually or in the aggregate, be materially adverse and, in the absence of footnote disclosures that, if presented, would not differ materially from those included in the most recent Company Audited Financial Statements), the financial condition and results of operations, changes in equity and cash flow of the Company and its Subsidiaries at and as of the dates thereof and for the periods covered thereby, (ii) were compiled from books and records regularly maintained by management of the Company used to prepare the financial statements of the Company and its Subsidiaries, and (iii) were prepared in accordance with GAAP, consistently applied.

b. None of the Company or any of its Subsidiaries owes any indebtedness for borrowed money, other than the Senior Indebtedness.

5.7 Conduct of Business . Since January 1, 2008, the Poco Companies have conducted the Business only in the Ordinary Course of Business consistent with past custom and practice. Since January 1, 2008, none of the Poco Companies has adopted, amended, modified, terminated or entered into any Company Benefit Plan (or other plan, policy, program or arrangement which if in effect on the date hereof would be a Company Benefit Plan) or collective bargaining agreement. Since January 1, 2008, there has been no Material Adverse Effect with respect to the Poco Companies, taken as a whole. Without limitation of the foregoing, since January 1, 2008, the Company has not taken any action or agreed to take any action, which, if taken after the date hereof, would violate the provisions of Section 10.3 .

5.8 Inventory . All Inventory of the Company, whether or not reflected in the Company Latest Balance Sheet, consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Company Latest Balance Sheet or on the accounting records of the Company as of the Closing Date, as the case may be. All Inventory not written off has been valued in the Company Latest Balance Sheet and on the accounting records of the Company at the lower of cost or market on a first in, first out basis, with adequate reserves.

5.9 Accounts Receivable . All accounts receivable of the Company and its Subsidiaries that are reflected on the Company Latest Balance Sheet or on the accounting records of the Company and its Subsidiaries as of the Closing Date represent and will represent valid receivables and were incurred in the Ordinary Course of Business for bona fide products delivered or services rendered. To the Knowledge of the Company, unless paid prior to the Closing Date, the accounts receivable are current and have been or will be collected in full, net of the respective reserves shown on the Company Latest Balance Sheet or on the accounting records of the Company and its Subsidiaries (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the accounts receivable as of the Closing Date than the reserve reflected in the Company Latest Balance Sheet represented for the accounts receivable reflected therein and will not represent a material adverse change in the composition of such accounts receivable in terms of aging). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an accounts

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receivable relating to the amount or validity of such accounts receivable. No notice has been received from any account debtor that any amount of such accounts receivable are subject to any pending or threatened dispute, set-off, discount or counterclaim of any kind, other than consistent with past practices pursuant to reserve methodologies customarily used by the Company. Schedule 5.9 of the Company Disclosure Schedule contains a complete and accurate detailed aging of all accounts receivable by customer and invoice both as of the date of the Company Latest Balance Sheet and as of the date of this Agreement, including any reserves taken with respect to such customers and invoices.

5.10 Company Material Contracts . Schedule 5.10 of the Company Disclosure Schedule sets forth a list, as of the date of this Agreement, of each of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise bound (collectively, the " Company Material Contracts "):

a. Contracts for the future acquisition or sale of any assets involving $150,000 individually (or in the aggregate, in the case of any related series of Contracts);

b. Contracts relating to joint ventures or partnerships;

c. Contracts calling for future aggregate purchase prices or payments to or from the Company or its Subsidiaries in any one year of more than $150,000 in any one case (or in the aggregate, in the case of any related series of Contracts);

d. Contracts containing covenants of the Company or its Subsidiaries prohibiting or limiting the right to compete in any line of business or prohibiting or restricting any of their ability to conduct business with any Person or in any geographical area;

e. Contracts or clauses thereof concerning confidentiality obligations that are binding upon the Company or its Subsidiaries; provided , however , in lieu of making a list of each non-disclosure agreement, the Company represents that it has provided to, or made available to, Parent, copies of each of the non-disclosure agreements;

f. Contracts relating to the acquisition by the Company or its Subsidiaries of any operating business, the capital stock of any other Person or, except for Inventory acquired in the Ordinary Course of Business, relating to the purchase or lease of any other assets or property (real or personal) for a purchase price (or annual lease payments) of more than $150,000 individually (or in the aggregate, in the case of any related series of Contracts);

g. Contracts requiring the payment by or to the Company or its Subsidiaries of a royalty, "finders’ fee," brokerage commission, override or similar commission or fee of more than $150,000 in any year;

h. any Contract relating to Intellectual Property or research and development which involves payment in excess of $150,000 in any year, including,

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without limitation, any Contracts pursuant to which any Person has granted to the Company or any of its Subsidiaries the right to use Intellectual Property;

i. all collective bargaining agreements and all Contracts relating to employment, compensation, benefits, termination, retention, severance (other than standard employee manuals and the like);

j. Contracts with any Related Person, including, but not limited to, Holdings or its Affiliates;

k. Contracts relating to the creation of Encumbrances (other than the Permitted Liens) or the guarantee of the payment of liabilities or performance of obligations of any other Person by the Company or its Subsidiaries;

l. Contracts and other agreements pursuant to which any Person has been granted by the Company or any of its Subsidiaries the right to use or purchase any Tangible Property or Intellectual Property and involving the payment of amounts in excess of $150,000 in any year;

m. each of the customer Contracts with the Company’s top twenty (20) customers (based on the Company’s revenues from such customer during 2007);

n. any stock option agreement, restricted stock agreement, phantom stock agreement, stock appreciation rights or similar agreement, arrangement or understanding relating to the Company common stock;

o. any agreement under which the Company or its Subsidiaries have been prepaid either (i) in an amount in excess of $150,000 or (ii) other than in the Ordinary Course of Business, in either case for goods and services not delivered;

p. all contracts under which the consequences of a default or termination would have a Material Adverse Effect on the Poco Companies, taken as a whole;

q. any settlement, conciliation or similar agreement with any Governmental Body entered into in the last five (5) years or which will require payment after the date of the Company Latest Balance Sheet of an amount in excess of $150,000;

r. all Company (and Subsidiary) letters of credit, guaranty agreements and loan agreements; and

s. all Contracts related to the relationships between the Company and/or the Subsidiary and each of the distributors, agents and representatives of their respective products or services; and with respect to non-disclosure agreements with such persons, in lieu of making a list of each non-disclosure agreement with distributors, agents and representatives, the Company represents that it has provided to, or made available to, Parent copies of each of the non-disclosure agreements.

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The Company has made available to Parent true and correct copies of all of the Company Material Contracts. With respect to each Company Material Contract, (a) such Company Material Contract is legal, valid, binding and enforceable (except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and in full force and effect with respect to the Company or its Subsidiaries, as applicable; (b) the Company is not in material breach or default under any Company Material Contract; (c) to the Knowledge of the Company, no other party to any Company Material Contract is in material breach or default thereof and no event has occurred that with notice or lapse of time would constitute a material breach or material default, or permit termination, modification or acceleration under such Company Material Contract; (d) the Company and its Subsidiaries have not given to or received from any Person, at any time since January 1, 2008, any written notice or other written communication regarding any alleged, actual, possible or potential breach or default under or termination of any Company Material Contract; (e) to the Knowledge of the Company, there are no renegotiations of, or attempts to renegotiate, any material amounts paid or payable to the Company and its Subsidiaries under any Company Material Contract and, to the Knowledge of the Company, no Person has made written demand for such renegotiation; and (f) all Company Material Contracts will be legal, valid, binding and enforceable (except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), against the Poco Companies and, to the Company’s Knowledge, each other party thereto, and in full force and effect on identical terms immediately following Closing as on the Execution Date.

5.11 Real Property and Tangible Property .

a. Schedule 5.11 of the Company Disclosure Schedule lists and describes all of the real property currently owned in fee (together with all improvements thereon, the " Owned Real Property ") and all of the real property leased or subleased by the Company or its Subsidiaries or for which a right to use or occupy has been granted to the Company or its Subsidiaries (the " Leased Real Property " and, together with the Owned Real Property, the " Real Property "). Schedule 5.11 also identifies, with respect to each Owned Real Property, its tax identification number(s) and all Persons that use or occupy such Owned Real Property, in addition to the owner, if any, and, with respect to each Leased Real Property, each lease, sublease, license or other contractual obligation under which such Leased Real Property is occupied or used including the date and legal name of each of the parties to such lease, sublease, license or other contractual obligation. Schedule 5.11 of the Company Disclosure Schedule sets forth a true and correct list, as of the date of this Agreement, of all Contracts and Leases, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related thereto, as applicable, in Company’s actual possession or control, and pursuant to which the Company and its Subsidiaries occupy or use any of the Real Property. The Company has made available to Parent true and correct copies of all such Contracts and Leases that affect the Real Property. There are

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no written or oral subleases, licenses, concessions, occupancy agreements or other contractual obligations granting to any other Person the right of use or occupancy of any of the Owned Real Property. To Company’s Knowledge, there are no written or oral subleases, licenses, concessions, occupancy agreements or other contractual obligations granting to any other Person the right of use or occupancy of any of the Leased Real Property.

b. Each Contract or Lease listed on Schedule 5.11 of the Company Disclosure Schedule is legal, valid, binding, and enforceable against the Company or a Subsidiary, and is in full force and effect and has not been modified. To the Company’s Knowledge, neither it nor any of its Subsidiaries, nor, any other party to any of the Leases or Contracts, is in breach or default under any of the Leases or Contracts, which breach or default would, directly or indirectly, be reasonably likely to result in a Material Adverse Effect on the Poco Companies taken as a whole. To Company’s Knowledge, no event has occurred or circumstances exist which, with the delivery of notice, passage of time, or both, would constitute a breach or default under such Leases or Contracts, which would directly or indirectly be reasonably likely to result in a Material Adverse Effect on the Poco Companies taken as a whole.

c. Neither the Company nor any of its Subsidiaries has assigned, sublet or otherwise transferred, in whole or in part, any of its interest in any of the Real Property. Except for the Permitted Exceptions and Permitted Liens, the Company or its Subsidiaries have the exclusive right to possession of the Real Property and the Company or its Subsidiaries have peaceful and undisturbed possession of such premises.

d. The Company and its Subsidiaries, as applicable, have good and clear record and marketable title to all of the Owned Real Property, free and clear of any Encumbrances, other than Permitted Liens and any Encumbrances discovered between the Execution Date and Closing and permitted by Parent to be included on the Company Disclosure Schedule prior to the Closing Date. The Company and its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property, free and clear of any Encumbrances, other than Permitted Liens.

e. There has been no material destruction, damage or casualty with respect to any of the Real Property. All facilities and improvements constituting a part of any of the Real Property are free of material defects and in good operating condition and repair.

f. To the Company’s Knowledge, no condemnation or taking action is pending or threatened with respect to any of the Real Property.

g. To the Company’s Knowledge, the Company or its Subsidiaries have obtained or caused to be obtained all Governmental Authorizations (including certificates of use and occupancy, licenses, and permits) required in connection with the construction, ownership, use, occupation, and operation of all of the Real Property. To the Company’s Knowledge, the Company’s and its Subsidiaries’ current use, occupancy,

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and operation of the Real Property does not violate in any material respect any restrictive covenant of record that affects any of the Real Property and is in accordance with all applicable Governmental Authorizations, Laws, and Orders. Neither the Company nor any of its Subsidiaries have received a written notice regarding a violation of all or any portion of any restrictive covenant of record that affects all or any portion of the Real Property or a written notice regarding a violation of any Governmental Authorizations, Laws or Orders that affects all or any portion of the Real Property.

h. To the Company’s Knowledge, the Real Property is supplied with utilities and other services necessary for the operation of such Real Property (including gas, electricity, water, drainage, sanitary sewer, storm sewer, fire protection, and telephone) as the same is currently operated or currently proposed to be operated, all of which utilities and other services are provided via public roads or via permanent, irrevocable appurtenant easements benefiting such Real Property. The Real Property abuts on and has direct vehicular access to a public road to the extent necessary for the conduct of Business as conducted as of the date hereof.

i. There are no leasing commissions or brokerage fees owed to any brokers with respect to the Real Property or any transaction affecting the Real Property.

j. Schedule 5.11(j) of the Company Disclosure Schedule sets forth a list, as of the date of this Agreement, of each material item of Tangible Property, owned or leased by the Company and any of its Subsidiaries.

k. The items of Tangible Property capitalized on the Company Latest Balance Sheet have been maintained in accordance with the Company’s normal practice and are in usable condition for the operation of the Business, ordinary wear and tear and aging excepted.

5.12 Intellectual Property .

a. Schedule 5.12(a) of the Company Disclosure Schedule identifies all active applications for registration and registrations of Intellectual Property owned by the Company or its Subsidiaries. With respect to the listed applications and registrations, each such application or registration has been prosecuted or maintained, as the case may be, in material compliance with all applicable rules, policies and procedures of the appropriate U.S., state or foreign registry. Without limiting the foregoing, with respect to each listed application and registration, all required filings have been timely made (or appropriate remedial steps have been taken) and all maintenance, filing and other fees have been timely paid (or appropriate remedial steps have been taken).

b. The Company or one of its Subsidiaries owns, licenses or otherwise possesses legally enforceable rights to use all Intellectual Property that is used by the Company and its Subsidiaries in the Business, except (i) for Permitted Liens; and (ii) as set forth in Contracts with the Company, the Subsidiary and/or their suppliers and

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customers. The Company has not granted to any third party any exclusive rights relating to its Intellectual Property.

c. To the Knowledge of the Company, there is no unauthorized use, disclosure, infringement or misappropriation of any material Intellectual Property rights owned by the Company or any of its Subsidiaries by any third party, including any employee o