ASSET PURCHASE AGREEMENT

by and among

JOY TECHNOLOGIES INC.

and

OLDENBURG GROUP INCORPORATED,

OLDENBURG AUSTRALASIA PTY. LTD., and

OLDENBURG MINING EQUIPMENT (PROPRIETARY) LIMITED

Dated April 18, 2006

Table of Contents

                                                                                                                                                                                        Page

Article I.          1.1          1.2 Article II          2.1          2.2          2.3          2.4          2.5          2.6          2.7          2.8          2.9          2.10 Article III          3.1          3.2          3.3          3.4          3.5          3.6          3.7          3.8          3.9          3.10          3.11          3.12          3.13          3.14          3.15          3.16          3.17          3.18          3.19          3.20          3.21          3.22          3.23          3.24          3.25          3.26          3.27          3.28          3.29          3.30          3.31          3.32          3.33 Article IV          4.1          4.2          4.3          4.4 Article V          5.1          5.2          5.3          5.4          5.5          5.6          5.7          5.8          5.9          5.10          5.11          5.12 Article VI          6.1          6.2          6.3          6.4          6.5 Article VII          7.1          7.2          7.3          7.4          7.5          7.6          7.7          7.8          7.9          7.10          7.11 Article VIII          8.1          8.2          8.3          8.4          8.5          8.6          8.7 Article IX          9.1          9.2 Article X          10.1          10.2          10.3          10.4          10.5          10.6          10.7          10.8          10.9          10.10          10.11          10.12          10.13          10.14          10.15 Article XI          11.1          11.2          11.3          11.4          11.5          11.6          11.7          11.8          11.9          11.10          11.11 Article XII.          12.1          12.2          12.3          12.4          12.5          12.6 Article XIII.          13.1          13.2          13.3          13.4          13.5          13.6          13.7          13.8          13.9          13.10          13.11          13.12          13.13          13.14          13.15	DEFINITIONS AND USAGE  Definitions  Usage  SALE AND TRANSFER OF ASSETS; CLOSING  Assets to be Sold  Excluded Assets  Consideration  Liabilities  Allocation  Closing  Closing Obligations  Adjustment Amount and Payment  Adjustment Procedure  Consents  REPRESENTATIONS AND WARRANTIES OF SELLERS  Organization and Good Standing  Enforceability; Authority; No Conflict  Capitalization  Financial Statements and Financial Information  Books and Records  Sufficiency of Assets  Description of Millersburg Facility  Description of Leased Real Property  Title to Assets; Encumbrances  Condition of Facilities  Accounts Receivable and Accounts Payable  Inventories  No Undisclosed Liabilities  Taxes  No Material Adverse Change  Employee Benefits  Compliance with Legal Requirements; Governmental Authorizations  Legal Proceedings; Orders  Absence of Certain Changes and Events  Contracts; No Defaults  Insurance  Environmental Matters  Employees  Labor Disputes; Compliance  Intellectual Property Assets  Product Warranties  Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws  Relationships with Related Persons  Brokers or Finders  Territorial Restrictions  Solvency  Equipment Notes Payable  Disclosure  REPRESENTATIONS AND WARRANTIES OF BUYER  Organization and Good Standing  Authority; No Conflict  Certain Proceedings  Brokers or Finders  COVENANTS OF SELLERS PRIOR TO CLOSING  Access and Investigation  Operation of the Stamler Business  Negative Covenant  Required Approvals  Notification  No Solicitation  Commercially Reasonable Efforts  Interim Booking and Sales Reports  Payment of Liabilities  Current Evidence of Title/Surveys  Equipment Notes Payable  5 12 Components of Working Capital  COVENANTS OF BUYER PRIOR TO CLOSING  Required Approvals  Commercially Reasonable Efforts  Notification  Conduct of Due Diligence Review  Update by Buyer  CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE  Accuracy of Representations  Sellers' Performance  Consents  Additional Documents  No Proceedings  No Legal Requirement or Injunction  Title Insurance/Surveys  Governmental Authorizations  Due Diligence  7 10 No Open Issues  7 11 Review of Financial Information  CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE  Accuracy of Representations  Buyer's Performance  Consents  Additional Documents  No Legal Requirement or Injunction  No Proceedings  No Open Issues  TERMINATION  Termination Events  Effect of Termination  ADDITIONAL COVENANTS  Employees and Employee Benefits  Payment of All Taxes Resulting from Sale of Assets by Sellers  Payment of Other Retained Liabilities  Removing Excluded Assets  Reports and Returns  Assistance in Proceedings  Noncompetition and Nonsolicitation  Customer and Other Business Relationships  Retention of and Access to Records  Further Assurances  [Reserved]  Name Change  Insurance; Risk of Loss  Millersburg Facility  Pre-Closing Negotiation Periods  INDEMNIFICATION; REMEDIES  Survival  Indemnification and Reimbursement by Sellers  Indemnification and Reimbursement by Sellers--Environmental Matters  Indemnification and Reimbursement by Buyer  Limitations on Amount--Sellers  Limitations on Amount--Buyer  Time Limitations  Right of Setoff  Third-Party Claims  Other Claims  Exclusive Remedy  CONFIDENTIALITY  Definition of Confidential Information  Restricted Use of Confidential Information  Exceptions  Legal Proceedings  Return or Destruction of Confidential Information  Attorney-Client Privilege  GENERAL PROVISIONS  Expenses  Public Announcements  Notices  Jurisdiction; Service Of Process; Waiver of Trial by Jury  Enforcement of Agreement  Waiver; Remedies Contained in Agreement Cumulative  Entire Agreement and Modification  Disclosure Letter  Assignments, Successors and No Third-Party Rights  Severability  Construction  Time Of Essence  Governing Law  Execution of Agreement  Representative of Seller Subsidiaries	1  1 13 14 14 16 17 18 21 21 21 24 24 26 27 27 27 28 29 29 29 29 30 30 30 31 32 32 32 32 33 36 38 39 40 44 45 46 47 47 50 50 51 52 52 52 52 52 53 53 53 53 54 54 54 55 56 57 57 57 58 58 58 58 61 61 61 61 61 61 62 62 62 62 63 63 63 64 64 64 64 65 65 65 66 66 66 67 67 67 67 67 68 68 68 69 69 73 74 74 75 75 75 76 77 77 77 77 78 78 78 79 79 79 82 85 85 85 86 86 87 88 88 89 89 90 90 91 91 91 92 92 92 93 93 94 94 94 95 95 95 95 96 96 96 96

ASSET PURCHASE AGREEMENT

        This Asset Purchase Agreement (“Agreement”) is dated April 18, 2006, by and among Joy Technologies Inc, a Delaware corporation (“Buyer”) and Oldenburg Group Incorporated, a Wisconsin corporation (“Oldenburg Group”); Oldenburg Australasia Pty. Ltd., an Australian corporation (“Oldenburg Australia”); and Oldenburg Mining Equipment (Proprietary) Limited, a South African corporation (“Oldenburg South Africa” and, together with Oldenburg Australia, the “Seller Subsidiaries”).

RECITALS

        WHEREAS, Oldenburg Group and the Seller Subsidiaries (collectively, the “Sellers”) operate a business that designs, manufactures and sells equipment primarily for the mining of coal under the brand names Stamler and Oldenburg Stamler and provides services related to such equipment (the “Stamler Business”);

        WHEREAS, the Sellers desire to sell, and Buyer desires to purchase, the assets of the Sellers primarily used in the Stamler Business as a going concern for the consideration and on the terms set forth in this Agreement;

        NOW THEREFORE, the parties, intending to be legally bound, agree as follows:

ARTICLE I.

DEFINITIONS AND USAGE

1.1 Definitions

        For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

        “Accounts Receivable”—(a) all trade accounts receivable and other rights to payment from customers with respect to the Stamler Business and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers with respect to the Stamler Business, (b) all other accounts or notes receivable of the Sellers attributable to the Stamler Business and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

        “Active Employee”— as defined in Section 10.1(a).

        “Ancillary Agreements”—the Transition Manufacturing Agreement, the Transition Services Agreement, the Noncompetition Agreement, the Assignment and Assumption Agreement and the Purchase Price Allocation Agreement.

        “Appurtenances”—all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Land, including all easements appurtenant to and for the benefit of any Land (a “Dominant Parcel”) for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

      “Assets”—as defined in Section 2.1.

        “Assigned Contracts”—as defined in Section 2.1(e).

        “Assignment and Assumption Agreement”—as defined in Section 2.7(a)(ii).

        “Assumed Liabilities”—as defined in Section 2.4(a).

        “Audited Financial Statements”—as defined in Section 7.11(a).

      “Balance Sheet”—as defined in Section 3.4.

        “Best Efforts”—the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible, provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would result in a material adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions or to dispose of or make any change to its business, expend any material funds or incur any other material burden.

      “Bill of Sale”—as defined in Section 2.7(a)(i).

        “Breach”—any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform, any covenant or obligation, in or of this Agreement or any other Contract, as applicable, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

      “Bulk Sales Laws”—as defined in Section 5.9.

        “Business Day”—any day other than (a) Saturday or Sunday or (b) any other day on which banks in Milwaukee, Wisconsin are permitted or required to be closed.

        “Business Names”—the “Stamler” name and all of Sellers’ registered names, assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications in each case primarily used in the Stamler Business (but excluding the names “Oldenburg,” “Oldenburg Group,” “Lake Shore,” “Lake Shore Mining,” “Lake Shore Mining Equipment” and “Oldenburg Stamler”).

        “Buyer”—as defined in the first paragraph of this Agreement.

      “Buyer Indemnified Persons”—as defined in Section 11.2.

      “Buyer Notice”—as defined in Section 6.5.

      “Buyer’s Cap”—as defined in Section 11.6.

      “Buyer’s Closing Documents”—as defined in Section 4.2(a).

        “Buyer’s Deductible”—as defined in Section 11.6.

      “Closing”—as defined in Section 2.6.

        “Closing Date”—the date on which the Closing actually takes place.

        “Closing Net Asset Value”— shall mean the amount calculated by subtracting the liabilities of the Stamler Business included in the Assumed Liabilities from the assets of the Stamler Business included in the Assets as of the Effective Time (without giving effect to the consummation of the transactions contemplated hereby).

        “Closing Net Asset Value Schedule”—as defined in Section 2.9(b).

      “COBRA”—as defined in Section 3.16(e).

      “Code”—the Internal Revenue Code of 1986.

        “Commercially Reasonable Efforts”—the efforts that a reasonable Person desirous of achieving a result would use in similar circumstances to achieve that result, provided, however, that “Commercially Reasonable Efforts” will not be deemed to require a Person to undertake extraordinary or unreasonable measures, including the payment of amounts in excess of normal and usual filing fees and processing fees, if any, or other payments with respect to any Contract that are significant in the context of such Contract (or significant on an aggregate basis as to all Contracts).

        “Confidential Information”—as defined in Section 12.1(a).

        “Consent”—any approval, consent, ratification, waiver or other authorization.

        “Consequential Damages Provision”—any express provision stating that the liabilities of the Stamler Business will or may include consequential damages (i) contained in any Stamler Contract signed by both parties and intended to constitute the final, definitive comprehensive agreement of the parties or (ii) contained in a document that forms part of an Assigned Contract or was received by Sellers from a customer (e.g., a customer purchase order) and not expressly contradicted or expressly disclaimed (including an express disclaimer by Sellers of consequential damages) by another document that forms part of such Assigned Contract or was delivered by Sellers to the customer.

        “Consulting Accountants”—the major accounting firm engaged by Buyer to assist in its evaluation of certain financial matters.

        “Contemplated Transactions”—all of the transactions contemplated by this Agreement.

        “Contract”—any agreement, contract, Lease, legally binding promise or legally binding undertaking (whether written or oral and whether express or implied).

      “Copyrights”—as defined in Section 3.25(a)(iii).

        “Customary Exceptions”—as defined in Section 2.4(a)(ii).

      “Damages”—as defined in Section 11.2.

        “Disclosure Letter”—the disclosure letter delivered by Sellers to Buyer pursuant to this Agreement and consisting of (i) the Pre-Signing Parts originally delivered concurrently with the execution and delivery of this Agreement and (ii) the Post-Signing Parts to be agreed between Sellers and Buyer and delivered between the date of this Agreement and the Closing Date.

        “Dominant Parcel”—as defined in the definition of “Appurtenances.”

      “Due Diligence Notice”—as defined in Section 7.9.

      “Due Diligence Review”—as defined in Section 7.9.

        “Effective Time”—the time at which the Closing is consummated.

        “Employee Plans”—as defined in Section 3.16(a).

        “Encumbrance”—any equitable interest, lien, option to purchase, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction.

        “Environment”—soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

        “Environmental and Health Liabilities”—any violation of, or liability arising under, any Environmental Law or Occupational Health Law arising from facts, events or conditions occurring or in existence on or before the Closing Date.

        “Environmental Law”—any Legal Requirement relating to pollution or protection of the environment or protection of public health from environmental hazards, which, except as required by Section 11.3(d), is in effect on or prior to the Closing Date.

        “Equipment Notes Payable”—means the notes payable set forth on Part 3.32.

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

      “Exchange Act”—the Securities Exchange Act of 1934.

      “Excluded Assets”—as defined in Section .

        “Excluded Contracts”—means all of the Stamler Contracts listed on Part 2.2(f).

        “Excluded Contract Transition Agreement”—as defined in Section 2.7(b)(xiii).

        “Extended Warranty”—a warranty having terms more favorable to the customer than those set forth in Part 2.4(a)(ii).

        “Facility Redevelopment or Construction Project”—as defined in Section 11.3(c)(viii).

        “Former Subsidiaries”—as defined in Section 3.28.

        “GAAP”—generally accepted accounting principles for financial reporting in the United States.

        “Governing Documents”—with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, governance or control of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (g) any amendment or supplement to any of the foregoing.

        “Governmental Authorization”—any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

      “Governmental Body”—any:

(a)

nation, state, county, city, town, borough, village, district or other jurisdiction;

(b)

federal, state, local, municipal, foreign or other government;

(c)

governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers);

(d)

multinational organization or body;

(e)

body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

(f)

official of any of the foregoing.

        “Hazardous Activity”—the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, Threat of Release, storage, transfer, transportation, treatment or use (including any withdrawal or other use of groundwater) of Hazardous Material.

        “Hazardous Material”—any substance, material or waste which is regulated by any Governmental Body on or prior to the Closing Date, including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “contaminant,” “toxic waste” or “toxic substance” under, or which is otherwise subject to imposition of liability under, any provision of Environmental Law, and including petroleum, petroleum products, asbestos, presumed asbestos-containing material or asbestos-containing material, urea formaldehyde and polychlorinated biphenyls.

        “HSR Act”—the Hart-Scott-Rodino Antitrust Improvements Act.

        “Immaterial Matters”—facts or circumstances which would constitute, or would be reasonably likely to constitute, a Breach of any representation or warranty referred to in Section 11.2(a) or a Breach of a covenant or obligation referred to in Section 11.2(b) (but only as to covenants and obligations required to be performed by the Sellers at or prior to the Closing), but for the fact that they do not satisfy the materiality requirements (if any) of the representation, warranty, covenant or obligation in question.

        “Improvements”—all buildings, structures, fixtures and improvements at the Millersburg Facility or included in the Assets, including those under construction.

        “Indemnified Person”—as defined in Section 11.9.

        “Indemnifying Person”—as defined in Section 11.9.

        “Independent Accountants”—shall mean KPMG LLP.

        “Initial Net Asset Value”—as defined in Section 2.9(a).

        “Initial Net Asset Value Schedule”—as defined in Section 2.9(a).

        “Intellectual Property Assets”—as defined in Section 3.25(a).

        “Inventories”—all inventories of any Seller primarily related to the Stamler Business, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by any Seller in the production of finished goods sold by the Stamler Business.

        “IRS”—the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

      “Key Personnel”— as defined in Section 5.1(c).

        “Knowledge”—an individual will be deemed to have Knowledge of a particular fact or other matter if that individual has actual knowledge of that fact or matter after Reasonable Investigation. The Sellers will be considered to have Knowledge of a particular fact or matter if any of the following individuals has Knowledge of that fact or other matter: Wayne Oldenburg, Charles Anderson, Sr., Grant Dail, Al Ebert, Peter Fitch, Bette Hackett, Timothy Nerenz, Steven Rudenic, Donald Williams and Joseph Wouters.

        “Land”—the parcels and tracts of land described in Item 1 of Part 3.7.

        “Lease”—any real property lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement relating to real property primarily used in the Stamler Business to which any Seller is a party and any other Seller Contract pertaining to the leasing or use of any Tangible Personal Property primarily relating to the Stamler Business.

        “Leased Real Property”—the real property described in Part 3.8 in which any Seller has any right, title or interest pursuant to a Lease which is an Assumed Contract.

        “Leave Policy” “— as defined in Section 10.1(c)(iii).

        “Legal Requirement”— any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute, treaty or other legal requirement which, except as required by Section 11.3(d), is in effect on or prior to the Closing Date.

        “Liability”—with respect to any Person, any liability of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, and whether or not the same is required to be accrued on the financial statements of such Person.

      “Marks”—as defined in Section 3.25(a)(i).

      “Material Consents”—as defined in Section 7.3.

      “Material Interest”—as defined in “Related Persons.”

        “Millersburg Facility”—means the buildings located at 600 Main and Stamler Streets, Millersburg, Kentucky, as further described in Item 1 in Part 3.7, and the property on which the building is located.

      “Named Buyer Executive”—as defined in Section 6.5.

        “Negotiation Period”—as defined in Section 10.15.

      “Net Name”—as defined in Section 3.25(a)(vi).

        “Occupational Health Law”—any Legal Requirement designed to provide healthful working conditions and to reduce occupational health hazards, including without limitation the Occupational Safety and Health Act (to the extent applicable to workplace health as opposed to workplace safety), which, except as required by Section 11.3(d)), is in effect on or prior to the Closing Date.

        “Occupational Safety Law”—any Legal Requirement in effect on or prior to the Closing Date designed to provide safe working conditions and to reduce occupational safety hazards, including without limitation the Occupational Safety and Health Act (to the extent applicable to workplace safety as opposed to workplace health).

        “Oldenburg Australia”—as defined in the first paragraph of this Agreement.

        “Oldenburg Group”—as defined in the first paragraph of this Agreement.

        “Oldenburg South Africa”—as defined in the first paragraph of this Agreement.

      “Open Issues”—as defined in Section 10.15.

        “Order”—any order, injunction, judgment, decree, ruling or arbitration award of any Governmental Body or arbitrator.

        “Ordinary Course of Business”—an action taken by Sellers will be deemed to have been taken in the Ordinary Course of Business only if that action:

(a)

is consistent in nature, scope, timing and magnitude with the past practices of Sellers with respect to the Stamler Business and is taken by Sellers in the ordinary course of the normal, day-to-day operations of the Stamler Business; and

(b)

does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority).

      “Outside Date”—as defined in Section 7.9.

        “Part”—a part or Section of the Disclosure Letter.

      “Patents”—as defined in Section 3.25(a)(ii).

        “Performance Guarantee”—any (i) express written guaranty that equipment will perform to a specified level (for example, tons of coal handled per hour or minimum percentage of up time, but other than rating capacity included in the normal specifications), including a specified level of production or availability or a specified useful life, or (ii) warranty of fitness for purpose under an equipment contract that specifies a performance level.

        “Permitted Encumbrances”—as defined in Section 3.9(b).

        “Permitted Non-Real Estate Encumbrances”—as defined in Section 3.9(b).

        “Permitted Real Estate Encumbrances”—as defined in Section 3.9(a).

        “Person”—an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

        “Post-Signing Parts”—means all Parts of the Disclosure Letter other than Pre-Signing Parts.

        “Pre-Signing Parts”—means the following Parts of the Disclosure Letter: 2.2(f); 2.2(m); 2.2(s); 2.4(a)(ii)(A); 2.4(a)(ii)(B); 2.4(a)(vi); 3.4(a); 3.6; 3.7; 3.9(b)(ii); 3.11(a); 3.11(c); 3.12; 3.13; 3.14; 3.16(a); 3.16(c); 3.18(b); 3.19; 3.20(b); 3.22; 3.23(b); 3.23(d); 3.24(b); 3.25(c); 5.1(c); and 10.1(b)(i).

        “Prime Rate”— means the interest rate per annum announced by Bank of America, N.A. as its prime rate on the Closing Date.

        “Proceeding”—any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

      “Purchase Price”—as defined in Section 2.3.

        “Purchase Price Allocation Agreement”—as defined in Section 2.5.

      “PWC”—as defined in Section 2.9(b).

        “PWC Initial Income Statement Memorandum”—as defined in Section 7.11(a).

        “PWC Initial Net Asset Value Memorandum”—as defined in Section 2.9(a).

        “Reasonable Investigation”—with respect to any individual means (a) reading this Agreement and the Disclosure Letter and (b) if such individual believes that there is a reasonable likelihood that a provision of this Agreement stated to be based on the Knowledge of the Sellers is not consistent with the relevant facts, such further investigation as such individual considers appropriate to satisfy himself or herself that there is no such inconsistency; provided that, such further investigation shall not require a general review of the Seller Contracts.

        “Record”—information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

        “Related Party Competing Business”—as defined in Section 3.28.

        “Related Person”— 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 any one or more members of such individual’s Family;

(c)

any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

(d)

any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

(a)

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;

(b)

any Person that holds a Material Interest in such specified Person;

(c)

each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity);

(d)

any Person in which such specified Person holds a Material Interest; and

(e)

any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least twenty percent (20%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least twenty percent (20%) of the outstanding equity securities or equity interests in a Person.

        “Release”—any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Hazardous Material on or into the Environment or into or out of any property.

        “Remedial Action”—all actions, including any capital expenditures, required (a) to clean up, remove, treat or in any other way address any Hazardous Material; (b) to prevent the Release or Threat of Release or to minimize the further Release of any Hazardous Material so it does not migrate or endanger the Environment; or (c) to bring all Stamler Facilities and the operations conducted thereon into material compliance with Environmental Laws and environmental Governmental Authorizations in each case where the conduct of such actions is required: (x) under Environmental Laws in effect as of the Closing Date; or (y) to address conditions of contamination exceeding cleanup standards applicable under Environmental Laws in effect as of the Closing Date.

        “Representative”—with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

        “Restricted Material Contracts”—as defined in Section 2.10(a).

        “Retained Liabilities”—as defined in Section 2.4(b).

        “Securities Act”— means the Securities Act of 1933, as amended.

        “Sellers”—as defined in the first paragraph of this Agreement.

        “Seller Claims”—as defined in Section 10.13(a).

        “Seller Contract”—any Contract (a) under which any Seller is a party or has actual or contingent rights or benefits; (b) under which any Seller has any actual or contingent obligation or Liability; or (c) by which any Seller or any of the Assets owned or used by any Seller is, or may by the terms of such Contract become, bound.

      “Seller Insurance Policies”—as defined in Section 10.13(a).

        “Seller Liabilities”—as defined in Section 10.13(a).

        “Seller Representative”—as defined in Section 13.15(a).

        “Seller Subsidiary”—as defined in the first paragraph of this Agreement.

      “Sellers’ Cap”—as defined in Section 11.5.

        “Sellers’ Deductible”—as defined in Section 11.5.

        “Software”—all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.

        “Soil Removed Solely for Business Reasons”—as defined in Section 11.3(c)(viii).

        “Special Terms”—an order or quote for original equipment contains “Special Terms” where such order or quote:

(i)

reflects an Extended Warranty;

(ii)

reflects (a) seller financing or (b) extended payment terms beyond 60 days, other than customer retentions or holdbacks in the Ordinary Course of Business which are based on the passage of time (and not performance or other conditions);

(iii)

involves a delivery commitment that extends beyond twelve (12) months after the date of this Agreement;

(iv)

is subject to an express penalty provision for late delivery;

(v)

reflects a Performance Guarantee; or

(vi)

reflects a Consequential Damages Provision.

        “Special Warranty Liability” means all warranty Liabilities paid or incurred by any Buyer Indemnified Person in respect of any warranty Liabilities not disclosed with reasonable specificity on the certificate delivered by Sellers pursuant to Section 2.7(a)(xiv).

        “Stamler Business”—as defined in the recitals to this Agreement.

        “Stamler Contract”—any Seller Contract related primarily to the Stamler Business.

      “Stamler Employee Plans”—as defined in Section 3.16(a).

        “Stamler Facilities”—the Millersburg Facility and the Leased Real Property.

        “Storefront Properties/House” means the real property identified generally on Item 2 of Part 3.7 and the buildings located thereon.

        “Subsidiary”—with respect to any Person (the “Owner”), any corporation 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, or 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 Owner or one or more of its Subsidiaries.

        “Tangible Personal Property”—all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than Inventories) of every kind owned or leased by the Sellers (wherever located and whether or not carried on the Sellers’ books) and primarily related to the Stamler Business, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto; provided that all tangible personal property located at the Millersburg Facility shall constitute “Tangible Personal Property” except items (i) not dedicated to the Stamler Business together with (ii) items included on a list to be mutually agreed upon between Oldenburg Group and Buyer prior to the Closing.

        “Tax”—any income, gross receipts, license, payroll, employment, excise, stamp, occupation, premium, property, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement.

        “Tax Return”—any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

        “Third Party”—a Person that is not a party to this Agreement.

        “Third-Party Claim”—any claim against any Indemnified Person by a Third Party, whether or not involving a Proceeding.

        “Threat of Release”—a reasonable likelihood of a Release that would require action in order to prevent or mitigate damage to the Environment that may result from such Release.

        “Transition Manufacturing Agreement”—as defined in Section 2.7(a)(viii).

        “Transition Services Agreement”—as defined in Section 2.7(a)(ix).

        “Unaudited Financial Statements”—as defined in Section 7.11(a).

      “WARN Act”—as defined in Section 3.23(d).

1.2 Usage

(a)

Interpretation. In this Agreement, unless a clear contrary intention appears:

(i)

the singular number includes the plural number and vice versa;

(ii)

reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(iii)

reference to any gender includes each other gender;

(iv)

reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(v)

except as otherwise required by Section 11.3(d), reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time on or prior to the Closing Date, including rules and regulations promulgated thereunder on or prior to the Closing Date, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect on or prior to the Closing Date and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(vi)

“hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

(vii)

“including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(viii)

“or” is used in the inclusive sense of “and/or”;

(ix)

with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

(x)

references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto in effect as of the applicable time on or before the Closing Date.

(b)

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

(c)

Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

(d)

Documents or Information Made Available. Unless otherwise specified herein, where a representation in this Agreement states that documents or information have been made available to the other party, such statement shall mean that the documents or information made available were current as of the time the representation is made.

ARTICLE II.

SALE AND TRANSFER OF ASSETS; CLOSING

2.1 Assets to be Sold

        Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, the Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Sellers, all of the Sellers’ right, title and interest in and to all of the Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, which primarily relate to the Stamler Business as currently conducted, as a going concern, including the following (but excluding the Excluded Assets):

(a)     the Millersburg Facility and all right, title and interest of Sellers in the Leased Real Property;

(b)     all Tangible Personal Property, including (i) those items described in Part 2.1(b), and (ii) the jigs and tooling located at Oldenburg Group’s facilities in Iron River, Michigan and Rhinelander, Wisconsin, to the extent dedicated to the Stamler Business or included on a list to be mutually agreed between Oldenburg Group and Buyer prior to the Closing;

(c)     all Inventories, including the Inventories in Iron River, Michigan and Rhinelander, Wisconsin primarily related to the Stamler Business and consisting of jobs in process and unique Stamler parts;

(d)     all Accounts Receivable;

(e)     all Stamler Contracts (except Excluded Contracts), including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to any Seller to enter into any Contract primarily related to the Stamler Business together with all security agreements executed by customers for the benefit of the Stamler Business (collectively, the “Assigned Contracts”);

(f)     all Governmental Authorizations related to the Stamler Facilities or primarily related to the Stamler Business, and all pending applications therefor or renewals thereof including those listed in Part 3.17(b), in each case to the extent transferable to Buyer;

(g)     all data and Records primarily related to the Stamler Facilities or primarily related to the operations of the Stamler Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipm