ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

dated as of January 21, 2007

among

EGI ACQUISITION, LLC

as Purchaser

and

ENESCO GROUP, INC.

and

THE OTHER ENTITIES IDENTIFIED HEREIN,

as Sellers

1

Exhibits

2

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is dated as of January 21, 2007, between Enesco Group, Inc., an Illinois corporation (“ Parent ”), its Subsidiaries set forth on the signature pages hereto (each a “ Company ,” collectively, the “ Companies ” and the Companies, together with Parent, each a “ Seller ” or collectively “ Sellers ”) and EGI Acquisition, LLC, a Delaware limited liability company (“ Purchaser ”). (Each of Sellers and Purchaser is a “ Party ” and collectively they are the “ Parties ” to this Agreement).

W I T N E S S E T H:

WHEREAS, Sellers are debtors-in-possession under title 11 of the Bankruptcy Code, 11 U.S.C. §§ 101—1330 (the “ Bankruptcy Code ”), and filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on January 12, 2007 (the “ Petition Date ”), in the United States Bankruptcy Court for the Northern District of Illinois (the “ Bankruptcy Court ”) (Case No. 07-00565 (ABJ)) (the “ Bankruptcy Case ”);

WHEREAS, the Companies and the Foreign Subsidiaries presently conduct the Business; and

WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and Purchaser desires to purchase, acquire and assume from Sellers, pursuant to Sections 363 and 365 of the Bankruptcy Code, all of the Purchased Assets and Assumed Liabilities, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

“ Accounts Receivable ” means all accounts receivable or other receivables or rights to receive payment as of the Closing, including trade accounts and notes receivable and other miscellaneous receivables of the Business as of the Closing arising out of the sale or other disposition of goods or services of the Business including those arising out of any Assumed Contract.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” means this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

“ Ancillary Agreements ” means, collectively, the Bill of Sale, Assignment and Assumption Agreement.

“ Assumed Contracts ” means collectively, (i) the Contracts listed on Schedule 1.1(a) , as amended from time to time in accordance with Section 2.6 , (ii) all other Contracts Related to the Business entered into by Sellers on or after the Petition Date, provided , that the Contracts referred to in subsection (ii) are limited to (1) those Contracts listed in a Schedule to the Sellers Disclosure Schedule or entered into by a Seller or any of its Subsidiaries after the date hereof in accordance with Section 8.2 . Without limiting the foregoing, the Assumed Contracts shall not include any Specified Excluded Contract or any Contract relating to Indebtedness of the Business.

“ Balance Sheet Date ” means November 30, 2006.

“ Bankruptcy-Related Fees ” means any fees and expenses (including out of pocket expenses) incurred by or otherwise due from (whether or not billed) a Seller or any Subsidiary of a Seller related to the Bankruptcy Case, including the following fees and expenses: (i) counsel for Parent or any of its Affiliates; (ii) financial advisors to Parent or any of its Affiliates; (iii) counsel for the Committee of Unsecured Creditors (the “ Committee ”); (iv) consultants, financial advisors, and/or accountants for the Committee; (v) any claims, noticing, and/or balloting agent or agents; (vi) any professional retained in the Bankruptcy Case; and (vii) the members of the Committee.

“ Business ” means the business as conducted by Sellers and their respective Affiliates (including the Foreign Subsidiaries), including the manufacture and distribution of giftware.

“ Business Day ” means any day of the year, other than a Saturday or Sunday, on which national banking institutions in New York City are open to the public for conducting business and are not required or authorized to close.

“ Business Intellectual Property ” means the Owned Intellectual Property and the Licensed Intellectual Property.

“ Cash ” means cash and cash equivalents (including marketable securities and short-term investments) other than restricted cash balances, calculated net of any outstanding checks and on a basis in accordance with GAAP.

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

“ Contract ” means any indenture, note, bond, mortgage, deed of trust, deed of constitution of mortgage, mortgage note pledge agreement, loan agreement, franchise agreement, lease, sublease, license, purchase order and other contract, agreement, arrangement, commitment or instrument, whether written or oral, to which any Seller or Company is a party or by which it may be bound, or to which its properties are or may be subject.

“ Cure Costs ” shall mean any and all amounts due or otherwise required to be paid (as determined by an order of the Bankruptcy Court, established by Sellers without objection by the non-debtor contracting party, or agreed to between the Purchaser and the non-debtor contracting party) to cure all defaults under the Assumed Contracts (without giving effect to any acceleration clauses relating to bankruptcy or insolvency) pursuant to Section 365 of the Bankruptcy Code.

“ Data ” means all information and data, whether in printed or electronic form and whether contained in a database or otherwise, that is used in or held for use in the operation of the respective businesses of Sellers or their respective Subsidiaries, or that is otherwise material to or necessary for the operation of the respective businesses of Sellers or their respective Subsidiaries.

“ DIP Financing Agreement ” shall mean the Debtor-In-Possession Credit Agreement, dated as of January       , 2007, by and among Parent, Enesco International Ltd., and Gregg Manufacturing, Inc., each a debtor and debtor-in-possession, as borrowers, the financial institutions from time to time party thereto as lenders, and Wells Fargo Foothill, Inc., as arranger and administrative agent for the lenders, as the same may be or has been amended, restated, supplemented, or otherwise modified from time to time and each other agreement, document or instrument executed in connection therewith.

“ DIP Lender ” means, collectively the financial institutions from time to time party to the DIP Financing Agreement as lenders thereto.

“ DIP Note ” means the note issued to the DIP Lender pursuant to the DIP Financing Agreement.

“ Documents ” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.) and other similar materials, in each case whether or not in electronic form.

“ Employees ” means all individuals, as of the Closing Date hereof, who are employed by any of the Companies (including employees who are on short-term disability or other leave of absence with a definite date of return, but excluding those employees on long-term disability or on a leave of absence without a definite date of return).

“ Environmental Claims ” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, notice of violation, judicial or administrative proceeding, judgment, letter or other communication from any governmental agency, department, bureau, office or other authority, or any third party involving violations of Environmental Laws or Releases of Hazardous Materials from (i) any assets, properties or businesses of the Business or any predecessor in interest; (ii) from adjoining properties or businesses; or (iii) from or onto any facilities which received Hazardous Materials generated by the Business or any predecessor in interest.

“ Environmental Laws ” includes (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended; the Clean Air Act, 42 U.S.C. 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. 1251 et seq., as amended; the Occupational Safety and Health Act, 29 U.S.C. 655 et seq., and any other foreign, federal, state, local or municipal laws, statutes, regulations, rules or ordinances imposing liability or establishing standards of conduct for protection of the environment; and (B) all applicable, foreign, federal, provincial, state, municipal, or local laws, statutes or by-laws or ordinances relating to the environment, occupational safety, health, product liability, and transportation.

“ Environmental Liabilities ” means any obligations, losses, liabilities (including strict liability), damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable out-of-pocket fees, disbursements and expenses of counsel, out-of-pocket expert and consulting fees and out-of-pocket costs for environmental site assessments, remedial investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any Environmental Claim filed by any Governmental Authority or any third party which relate to any violations of Environmental Laws, Remedial Actions, Releases or threatened Releases of Hazardous Materials from or onto (i) any property presently or formerly owned or operated by any of Sellers or any of their respective Subsidiaries or a predecessor in interest, or (ii) any facility which received Hazardous Materials generated by the Business or any of the Companies or a predecessor in interest.

“ Equipment ” means all machinery, equipment, furniture, fixtures, furnishings, vehicles, leasehold improvements and other tangible personal property (other than Inventory), including, without limitation, all such artwork, desks, chairs, tables, Hardware, copiers, telephone lines and numbers, facsimile machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies, wherever located.

“ Equity Securities ” means, with respect to any Person, (i) capital stock of, or partnership interests, membership interests, joint venture interests or other equity interests in, such Person, (ii) securities convertible into or exchangeable for shares of capital stock, voting securities or other equity interests in such Person or (iii) options, warrants or other rights to acquire the securities described in clauses (i) and (ii), whether fixed or contingent, matured or unmatured, contractual, legal, equitable or otherwise.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is part of the same controlled group, or under common control with, or part of an affiliated service group that includes any of the Companies, within the meaning of Code Section 414(b), (c), (m), or (o) or ERISA Section 4001(a)(14).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder).

“ Facilities ” means, collectively, those facilities set forth on Schedule 1.1(c) , together with any other premises in the United States, the United Kingdom, Hong Kong, France, Canada or elsewhere at which any Seller or Subsidiary of a Seller conducts the Business.

“ Final Order ” means an Order or judgment of a court of competent jurisdiction as to which the time to appeal, petition for certiorari , or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari , or other proceedings for reargument or rehearing shall then be pending or in the event that an appeal, writ of certiorari , reargument, or rehearing thereof has been sought, such Order shall have been determined by the highest court to which such Order was appealed, or certiorari , reargument or rehearing shall have been denied and the time to take any further appeal, petition for certiorari , or move for reargument or rehearing shall have expired; provided , however , that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure, may be filed with respect to such Order shall not prevent such Order from being deemed a Final Order.

“ Foreign Benefit Plan ” means each Benefit Plan sponsored or maintained by the Foreign Subsidiaries for the benefit of Employees of the Foreign Subsidiaries.

“ Foreign Shares ” means all of issued and outstanding shares of capital stock (or other equity interests) of each of the Foreign Subsidiaries.

“ Foreign Subsidiaries ” means collectively, N.C. Cameron & Sons Limited, Enesco Holdings Limited, Enesco France, S.A. and their respective Subsidiaries.

“ GAAP ” means generally accepted accounting principles in the United States.

“ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state or local, or any agency, instrumentality or authority thereof, any court or arbitrator (public or private), or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

“ Hardware ” means any and all computer and computer-related equipment, including, without limitation, computers, servers, facsimile servers, scanners, color printers, laser printers, handheld computerized devices and networks and all network, communications and telecommunications equipment.

“ Hazardous Materials ” shall include, without regard to amount and/or concentration (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, medical waste, biohazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic including but not limited to corrosivity, ignitibility, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components, including but not limited to asbestos-containing materials and manufactured products containing Hazardous Materials.

“ Hedging Agreement ” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement, all as amended or otherwise modified from time to time.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Indebtedness ” means (i) all Liabilities for borrowed money, whether current or funded, secured or unsecured, all obligations evidenced by bonds, debentures, notes or similar instruments, and all liabilities in respect of mandatorily redeemable or purchasable capital stock or securities convertible into capital stock; (ii) all Liabilities for the deferred purchase price of property; (iii) all Liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which liabilities are required to be classified and accounted for under GAAP as capital leases, (iv) all Liabilities for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations of a type described in clauses (i), (ii) or (iii) above to the extent of the obligation secured, and all Liabilities as obligor, guarantor, or otherwise, to the extent of the obligation secured.

“ Intellectual Property ” means all foreign and domestic (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications and registrations for all of the foregoing, and all goodwill associated therewith and symbolized thereby, including without limitation all extensions, modifications and renewals of same (collectively, “ Trademarks ”); (ii) inventions, discoveries and ideas, whether patentable or not, and all patents and patent applications (including without limitation reissues, reexaminations, divisionals, renewals, extensions, provisionals, continuations, continuations-in-part, patent disclosures, mask works and integrated circuit topographies) and equivalents thereof (collectively, “ Patents ”); (iii) confidential and proprietary information, trade secrets and know-how, including without limitation processes, schematics, databases, formulae, drawings, prototypes, models, designs and customer lists (collectively, “ Trade Secrets ”); (iv) published and unpublished works of authorship, whether copyrightable or not (including without limitation, all artwork, designs and Software), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof (collectively, “ Copyrights ”); (v) electronic data processing, information, recordkeeping, communications, telecommunications, account management, inventory management and other computer systems (including all computer programs, Software, databases, firmware, Hardware and related documentation) and Internet websites and related content (collectively, “ IT Systems ”); and (vi) all other intellectual property or proprietary rights and claims or causes of action arising out of or related to any infringement, misappropriation or other violation of any of the foregoing, including without limitation rights to recover for past, present and future violations thereof (collectively, “ Other Proprietary Rights ”).

“ Intellectual Property Contracts ” means all agreements concerning the Business Intellectual Property, including without limitation Software and other agreements granting Sellers and/or their respective Subsidiaries rights to use the Licensed Intellectual Property, agreements granting rights to use Owned Intellectual Property, confidentiality agreements, Trademark coexistence agreements, Trademark consent agreements and nonassertion agreements.

“ Intercompany Payables ” means obligations owed by a Seller or any of its Subsidiaries in connection with the operation of the Business to Parent or any of its Subsidiaries.

“ Intercompany Receivables ” means obligations owed to a Seller or any of its Subsidiaries in connection with the operation of the Business by Parent or any of its Subsidiaries.

“ Inventory ” means all inventory, including finished goods, work in process, raw materials, goods in transit, goods at customer sites and other inventory or goods held for sale of a person in all forms, wherever located, now or hereafter existing.

“ Knowledge of Sellers ” means the knowledge after due inquiry of those officers and directors of Parent and the other Sellers having primary responsibility for such matters.

“ Labor Agreements ” means all Contracts between any Seller or a Foreign Subsidiary and any certified or lawfully recognized labor organization representing Employees employed at, or in connection with, the Facilities.

“ Law ” means any statute, law, ordinance, regulation, rule, code or other requirement enacted, issued, promulgated, enforced or entered by a Governmental Body having jurisdiction over any of Sellers or Foreign Subsidiaries or any Order.

“ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings by or before a Governmental Body.

“ Liability ” means any debt, liability, commitment or obligation of any kind (whether direct or indirect, known or unknown, fixed, absolute or contingent, matured or unmatured, asserted or not asserted, accrued or unaccrued, liquidated or unliquidated, determined, determinable or otherwise or due or to become due and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto) and including all costs and expenses relating thereto.

“ Licensed Intellectual Property ” means Intellectual Property that Sellers and/or their respective Subsidiaries are licensed or otherwise permitted by other Persons to use.

“ Lien ” means any lien (including, without limitation, any liens imposed by Law, such as mechanics’ liens), encumbrance, pledge, mortgage, deed of trust, security interest, conditional sales agreement, adverse claim, lease, charge, option to purchase or lease or otherwise acquire any interest, right of first refusal or first offer or other third party right of any kind, easement of record, title defect, servitude, proxy, voting trust or agreement or transfer restriction under any shareholder or similar agreement or encumbrance.

“ Material Adverse Effect ” (x) with respect to the Business, Parent and its Subsidiaries, means any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) that individually or in the aggregate is or could reasonably be expected to be, materially adverse to the (i) assets, properties, business, condition (financial or otherwise) prospects or results of operations of the Parent and its Subsidiaries, taken as a whole or (ii) ability of Sellers to perform its obligations hereunder and (y) with respect to Purchaser, means any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) that individually or in the aggregate is or could reasonably be expected to be, materially adverse to Purchaser’s ability to perform their respective obligations hereunder. For purposes of clarity, Material Adverse Effect shall not include (i) changes or conditions generally affecting the economy or the financial, credit or securities markets; (ii) changes in, or events or conditions affecting, any of the businesses and industries in which Parent and its Subsidiaries operate, to the extent such changes do not affect Parent and its Subsidiaries, taken as a whole, in a disproportionate manner relative to other participants in such businesses and industries; and (iii) actions taken with the prior written consent of Purchaser.

“ Most Recent Balance Sheet ” means the unaudited consolidated balance sheet of the Business as at the Balance Sheet Date, a copy of which balance sheet is attached hereto on Schedule 5.5(a) .

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 3(37) of ERISA.

“ Order ” means any order, injunction, judgment, decree, award, ruling, writ, assessment or arbitration award entered, issued or enforced by or with any Governmental Body.

“ Ordinary Course ” or “ Ordinary Course of Business ” means the conduct of the Business in a manner that is consistent in nature, scope and magnitude with the past practices of the Business and is taken in the ordinary course of the normal, day-to-day operations of the Business.

“ Owned Intellectual Property ” means Intellectual Property owned by Sellers and/or their respective Subsidiaries, including without limitation, all right, title and interest to Intellectual Property owned by Enesco International Ltd., a Delaware corporation.

“ Payoff Letters ” means the letters provided by the DIP Lender to Parent and certain Affiliates of Purchaser in connection with the repayment of the DIP Note as contemplated hereby and wire instructions in customary form providing Parent with a confirmation that all Liens, including without limitation, collateral amounts held for the benefit of certain Affiliates of Purchaser, and all payment obligations with respect to such DIP Amount has been or will have been released effective as of the payment in full of the Purchase Price.

“ Permits ” means any approvals, authorizations, consents, filings, licenses, franchises, permits, certificates notices, development entitlements, permits and rights of or with all Governmental Bodies, including without limitation, all authorizations under Environmental Laws, certificates of occupancy, zoning permits, privileges, immunities, orders, registrations, easements, rights and other approvals and authorizations issued by Governmental Bodies.

“ Permitted Exceptions ” means: (i) with respect to real property (a) all easements, rights of way and encumbrances of record disclosed in policies of title insurance that have been disclosed to Purchaser prior to the date hereof and (b) zoning, entitlement and other land use and environmental regulations by any Governmental Body, provided that such regulations have not been violated by existing usage of improvements; provided , however , that in the case of this clause (i) none of the foregoing, individually or in the aggregate, detract from the value or current use of the applicable Real Property (hereinafter defined), require the removal, alteration or loss of any improvement located thereon (including, without limitation, paved parking areas) or materially interfere with the use of the affected asset or Real Property as the Business is currently conducted, provided that , if any of the foregoing encumbrances include mortgages or like encumbrances on the landlord’s interest in any Leased Real Property, the tenant receives a non-disturbance agreement reasonably satisfactory to it, providing inter alia, that the mortgagee shall not disturb the tenant’s occupancy or other rights in the event of foreclosure (unless the tenant is in default past applicable notice and cure periods under the related Lease); (ii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business for sums not yet due and payable; (iv) title of a lessor under a capital or operating lease; and (v) any other Liens that will be discharged in full prior to Closing in connection with the Sale Order or any other actions of the Bankruptcy Court.

“ Person ” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“ Pre-Petition Liability ” means any “claim”, as such term is defined in Section 101(5) of the Bankruptcy Code, against or obligation of any Seller arising or occurring on or before the Petition Date, which claim or obligation has not been waived, or otherwise satisfied in accordance with the applicable provisions of the Bankruptcy Code and/or the Federal Rules of Bankruptcy Procedure or Order of the Bankruptcy Court.

“ Product Liability Claim ” means any Legal Proceeding arising out of, or otherwise relating to in any way in respect of claims for personal injury, wrongful death or property damage resulting from exposure to, or any other warranty claims, refunds, rebates, property damage, product recalls, defective material claims, merchandise returns and/or any similar claims with respect to, Products or items purchased, sold, consigned, marketed, stored, delivered, distributed or transported by the Business, any Seller or any of its Subsidiaries, whether such claims are known or unknown or asserted or unasserted.

“ Products ” means any and all products developed, designed, manufactured, marketed or sold in connection with the Business, including all parts and components of the foregoing manufactured or licensed by any Seller or any of the Foreign Subsidiaries.

“ Purchaser Disclosure Schedule ” means the disclosure schedule delivered by Purchaser to Sellers prior to the execution hereof.

“ Registered ” means, with respect to Intellectual Property, issued, registered, renewed or the subject of a pending application;

“ Release ” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, or disposing of Hazardous Materials (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Materials) into the environment.

“ Remedial Action ” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. 9601 or the equivalent laws of any foreign jurisdiction.

“ Representatives ” means with respect to any Person, any officer, director or employee of, or any investment banker, attorney, accountant, consultant or other advisor, agent or representative of such Person.

“ Schedule ” means Sellers Disclosure Schedules and the Purchaser Disclosure Schedules, collectively.

“ SEC ” means the United States Securities and Exchange Commission.

“ Sellers Disclosure Schedule ” means the disclosure schedule delivered by Sellers to Purchaser prior to the execution hereof.

“ Software ” means any and all (i) computer programs, including, without limitation, program interfaces and any and all software implementations of algorithms, models and methodologies (including, without limitation, all of the foregoing that is installed on Hardware), whether in source code or object code, (ii) databases and compilations, including, without limitation, any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing and (iv) all documentation, including, without limitation, user manuals and other training documentation related to any of the foregoing.

“ Subsequent Filings ” shall mean any reports, schedules, forms, statements or other documents (including in each case, exhibits, amendments or supplements thereto and any other information incorporated by reference therein) filed with the SEC after the date of this Agreement.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term “ Subsidiary ” shall include all Subsidiaries of such Subsidiary, and specifically includes the Foreign Subsidiaries.

“ Tax Authority ” means any federal, state, local or foreign government, or agency, instrumentality or employee thereof, charged with the administration of any law or regulation relating to Taxes.

“ Taxes ” means any federal, state, local or foreign net income, gross income, net receipts, gross receipts, profit, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer, stamp, recording, employment or other tax, custom duty, fee or other governmental charge of any kind, together with any interest, fine, penalty, addition to tax or additional amount imposed with respect thereto.

“ Trade Receivables ” means Accounts Receivables due from customers arising from the sale of goods or provision of services by the Business prior to the Closing.

“ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar state Law or the equivalent Law(s) as to the Foreign Subsidiaries, and the rules and regulations thereunder.

1.2 Other Definitional and Interpretive Matters . (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Dollars . Any reference in this Agreement to $ shall mean U.S. dollars.

Exhibits/Schedules . All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter disclosed in a Schedule by a Party shall be deemed to constitute disclosure against all other representations and warranties of such Party to the extent, and solely to the extent, it is reasonably apparent on the face of such disclosure that the matter disclosed is relevant to such other representations and warranties of the Party. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

Herein . The words such as “ herein ,” “ hereinafter ,” “ hereof ” and “ hereunder ” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including . The word “including” shall mean “including, without limitation.”

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

2.1 Purchase and Sale of Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers and their respective Subsidiaries, and Sellers shall, and shall cause their respective Subsidiaries to, sell, transfer, assign, convey and deliver to Purchaser all right, title and interest of any Seller in, to and under the Purchased Assets, free and clear of all Liens, other than Permitted Exceptions. “ Purchased Assets ” shall mean, other than the Excluded Assets, all assets, properties, titles, interests and rights of Sellers and their respective Subsidiaries, as of the Closing, including without limitation, the following assets listed in clauses (a) through (q) below:

(a) all goodwill associated with the Business;

(b) all Assumed Contracts;

(c) all Accounts Receivable arising prior to or on the Closing Date;

(d) all owned real property set forth on Schedule 2.1(d)(i) (the “ Owned Real Property ”) and all real property leased or subleased as set forth on Schedule 2.1(d)(ii) (the “ Leased Real Property ”);

(e) all Owned Intellectual Property, including without limitation, all Intellectual Property set forth on Schedule 5.8(a) to the Sellers Disclosure Schedule and all rights of Sellers and their respective Subsidiaries in the Licensed Intellectual Property and the Intellectual Property Contracts, including without limitation, all Intellectual Property Contracts set forth on Schedule 5.8(a) to the Sellers Disclosure Schedule (the “ Purchased Intellectual Property ”);

(f) all Inventory;

(g) all Equipment, including the Equipment set forth on Schedule 2.1(g) ;

(h) other than the Wind-down Fund, all Cash, including without limitation, all restricted cash balances, deposits (including customer deposits and security deposits), claims, credits, prepayments, prepaid assets (including advances to vendors for inventory purchases), prepaid rent, prepaid charges and expenses, deferred charges, refunds or claims of refunds, defenses, counterclaims, rights of recovery, rights of setoff and rights of recoupment;

(i) all of the Foreign Shares;

(j) all insurance proceeds and awards with respect to or arising in connection with (A) any Assumed Liability or (B) any Purchased Asset;

(k) all Documents of whatever nature and wherever located, including those in the possession or control of Parent or any of its Subsidiaries;

(l) all Permits (and applications therefor) owned, held or maintained by Sellers or any of their respective Subsidiaries to the extent assignable;

(m) all rights, privileges, claims, causes of action, and options relating or pertaining to the Purchased Assets including all rights and avoidance claims of Sellers arising under Chapter 5 of the Bankruptcy Code (i) against any Foreign Subsidiary, (ii) against Purchaser and/or its Affiliates, or (iii) against any customers, suppliers or vendors of the Business or otherwise relating to a Purchased Asset;

(n) any interest in and to any refund of Taxes;

(o) all assets in respect of the Foreign Benefit Plans (the “ Purchased Foreign Plan Assets ”);

(p) all bank accounts, deposit accounts and lock-box accounts;

(q) any and all residual amounts of or reversionary interests in each of the L/C Collateral (as such term is defined in the Order approving the DIP Financing Agreement) and the Prepetition Indemnity Amount (as such term is defined in the Order approving the DIP Financing Agreement); and

(r) all guarantees and warranties of third parties that relate to the ownership or operation of the Business or the Purchased Assets, to the extent assignable or transferable.

2.2 Excluded Assets . Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “ Excluded Assets ” shall mean the following assets of Sellers and their respective Subsidiaries (but excluding the Purchased Assets):

(a) any and all rights of Sellers under this Agreement;

(b) all avoidance claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without limitation, all rights and avoidance claims of Sellers arising under Chapter 5 of the Bankruptcy Code that are not specified in Section 2.1(m) ;

(c) the Specified Excluded Contracts and all other Contracts that are not Assumed Contracts as of the Closing Date;

(d) other than the Foreign Shares, all shares of capital stock or similar equity interests in any Subsidiaries of Parent;

(e) in each case to the extent solely in connection with or solely relating to any Excluded Asset, any and all instruments, prepaid assets and deposits, receivables for services performed prior to the Closing Date, letters of credit proceeds, unbilled costs and fees, and tax refunds;;

(f) (i) all rights under Sellers’ insurance policies relating to the Business (including, without limitation, health insurance, worker’s compensation insurance and life insurance), and any right to refunds due with respect to such insurance policies and (ii) all rights of Sellers under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to (A) any Excluded Assets or (B) liabilities of Sellers to the extent such liabilities are not Assumed Liabilities;

(g) other than the Purchased Foreign Plan Assets, all assets in respect of the Benefit Plans; and

(h) any Intercompany Receivables;

2.3 Assumption of Liabilities . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, solely the Assumed Liabilities. “ Assumed Liabilities ” shall mean only the following liabilities (other than the Excluded Liabilities):

(a) all Liabilities arising under the Assumed Contracts;

(b) solely to the extent provided in Section 9.1 , the Liabilities arising out of the Foreign Benefit Plans; and

(c) each of the following Liabilities solely to the extent such Liabilities constitute current liabilities:

(i) all accrued payroll obligations of Transferred Employees (including vacation accruals, but excluding any severance or other obligations arising from the termination of employment of any employees of the Business, the Sellers or the Foreign Subsidiaries);

(ii) other than Intercompany Payables or the Pre-Petition Liabilities, all accounts payable incurred in the Ordinary Course of Business after the Petition Date (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); and

(iii) all obligations arising from advances received from customers of the Business; and

(d) the Pre-Petition Liabilities set forth on Schedule 2.3(d) .

In addition, Purchaser acknowledges that it shall also have certain Liabilities to Transferred Employees specified in ARTICLE IX.

2.4 Excluded Liabilities . Notwithstanding anything in this Agreement to the contrary, other than the Assumed Liabilities, Purchaser shall not assume, and shall be deemed not to have assumed, and shall not have any responsibility of any nature with respect to, any Liabilities of any of Parent or any of its Affiliates or otherwise arising out of, or relating to, the Business (the “ Excluded Liabilities ”). The Excluded Liabilities shall include, but shall not be limited to, the following:

(a) all Liabilities arising out of, or associated with, any Excluded Assets, including Contracts that are not Assumed Contracts ( e.g. , the Specified Excluded Contracts);

(b) all Liabilities arising out of or related to (i) any Indebtedness of any Seller or any of its Subsidiaries or (ii) any Lien on any Purchased Asset, other than Permitted Exceptions;

(c) all Liabilities for expenses of Parent or any of its Affiliates (i) for the negotiation and preparation of this Agreement, (ii) relating to the transactions contemplated hereby (including Bankruptcy-Related Fees) or (iii) incurred in connection with the commencement and continuance of the Bankruptcy Case;

(d) except as otherwise provided in Section 2.3 and Article XI , other than Taxes relating to the Purchased Assets for taxable periods (or portions thereof) ending after the Closing Date, all Liabilities for Taxes of any Seller or any of its Subsidiaries or otherwise relating to the Purchased Assets or the Business;

(e) all Product Liability Claims;

(f) all Environmental Liabilities;

(g) any Liabilities of any Seller or any of its Subsidiaries to current or former officers, employees, consultants or independent contractors of any Seller or any of the Selling Subsidiaries related to or arising out of any period ending on or prior to, or following (other than with respect to Transferred Employees), the Closing or related to or arising out of any act or omission during such period, including, without limitation, arising out of any severance plan or policy, employment Contract, unlawful discrimination, wrongful termination, violations of Law, breach of terms of any Benefit Plan or failure to pay or discharge such employees wages or benefits when due;

(h) except as specifically set forth in Article IX , Liabilities under or relating to any Benefit Plan, other than the Foreign Benefit Plans (including, without limitation, Liabilities resulting from the termination of any Benefit Plan), whether such Liabilities arise prior to, on or after the Closing, and any other Liability relating to the employment or termination of employment of (x) any employee of any of the Companies or their Subsidiaries, arising from or related to the operation of the Business prior to the Closing or (y) any employee of any of the Companies or their Subsidiaries who is not a Transferred Employee arising on or after the Closing;

(i) any severance, “parachute” or similar payment to any officer, director, employee or consultant of any of the Business, the Companies or their Subsidiaries, who provide(d) services for the Business, arising prior to, by virtue of, or in connection with the transactions contemplated by this Agreement (including, without limitation, as a result of the termination of employment pursuant to Section 9.1(a) );

(j) any Liability of a Seller or any of its Subsidiaries that constitutes, or is alleged to constitute, a violation of Law;

(k) any Liability of a Seller or any of its Subsidiaries arising under or out of, in connection with, or related to any and all Legal Proceedings of any Sellers, its Subsidiaries or the Business;

(l) all Intercompany Payables; and

(m) all Liabilities relating to amounts required to be paid by Sellers hereunder.

2.5 Transfer of the Foreign Shares . At the Closing, Parent shall deliver or cause to be delivered to Purchaser (or to one or more of its designated Affiliates) stock or share certificates (or other instruments evidencing equity ownership interest or, in the event of uncertificated interests, shall cause appropriate notations to be made in the relevant shareholder registers and share transfer ledgers) representing all of the Foreign Shares. Such stock or share certificates (or other instruments evidencing equity ownership interest) shall be duly endorsed in blank for transfer or delivered with stock powers duly executed blank in order to transfer to Purchaser (or its designated Affiliates) the Foreign Shares, free and clear of any and all Liens.

2.6 Purchaser’s Election Right . Notwithstanding anything to the contrary in this Agreement, Purchaser shall have the right, without any further adjustment to the Purchase Price, to: (i) add any Contract that is an executory contract or unexpired lease to Schedule 2.6 , thereby making such Contract an Assumed Contract, by written notice delivered to Sellers at any time during the period from and after the date hereof until the later (A) of the Closing Date and (B) the fifth Business Day after receiving notice from any Seller that such Seller intends to reject such Contract; and (ii) remove any Contract that is an executory contract or unexpired lease from the from the list of Assumed Contracts set forth in the definition of Assumed Contracts herein, by written notice delivered to Sellers at any time during the period from and after the date hereof and until the Closing Date, thereby eliminating such Contract’s designation as an Assumed Contract and making it an Excluded Asset (any such Contract, a “ Specified Excluded Contract ”).

2.7 Further Conveyances and Assumptions . (a) From time to time following the Closing, Sellers shall, or shall cause their Affiliates to, make available to Purchaser such non-confidential data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records.

(b) From time to time following the Closing, Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Ancillary Agreements and to assure fully to Sellers and their Affiliates and their successors and assigns, the assumption of the Assumed Liabilities and obligations intended to be assumed by Purchaser under the Ancillary Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. Without limiting the generality of the foregoing, to the extent Purchaser discovers following the Closing that any asset related to the Business or a Foreign Subsidiary prior to the Closing was not transferred to Purchaser as part of the transactions contemplated herein, upon Purchaser’s written request, Parent shall or shall cause its applicable Subsidiary to promptly assign and transfer to Purchaser all right, title and interest in such asset.

2.8 Bulk Sales Laws . Purchaser hereby waives compliance by Sellers with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale and transfer of any or all of the Purchased Assets to Purchaser.

2.9 Non-Assignability of Purchased Assets . Notwithstanding anything in this Agreement to the contrary, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Purchaser of any asset that would be a Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article IV , in which event the Closing shall proceed only if the failed condition is waived by the party entitled to the benefit thereof. In the event that the failed condition is waived and the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Purchaser and each Seller shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents and waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable arrangement designed to provide Purchaser with all of the benefits of use of such asset and to the applicable Seller(s) the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Purchaser at the Closing. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, subleased, transferred, conveyed or delivered at Closing is obtained, Sellers shall or shall cause the relevant Affiliates to assign, transfer, convey and deliver such asset to Purchaser at no additional cost. To the extent that any such asset cannot be transferred or the full benefits or use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.9 , then Purchaser and the applicable Seller(s) shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by any Seller or any of its Affiliates derived from its use of any asset in connection with the arrangements under this Section 2.9 .

2.10 Purchaser Affiliate Acquisitions . Notwithstanding anything to the contrary contained in this Agreement, Purchaser may elect to have any or all of the Purchased Assets conveyed or transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates.

2.11 Insurance . Between the date hereof and Closing, the Sellers shall take any and all necessary and required action to include the Purchaser and its Affiliates as additional named insureds under all of the Sellers’ insurance policies.

ARTICLE III

CONSIDERATION

3.1 Consideration . The aggregate consideration for the Purchased Assets (the " Aggregate Consideration ”) shall be (a) an amount in cash equal to the principal amount plus interest, fees and any other expenses of the DIP Note outstanding as of the Closing Date (the “ Purchase Price ”), (b) the assumption of the Assumed Liabilities, (c) forgiveness of any and all Pre-Petition Liabilities of the Sellers owed to Affiliates of the Purchaser, including without limitation a certain deposit in the amount of $100,000 funded by an Affiliate of the Purchaser for the benefit of Parent prior to the date hereof and (d) $600,000.00 in respect of administration expenses incurred by Sellers in the Bankruptcy Case (the “ Wind-down Fund ”). To the extent the Purchase Price shall exceed the aggregate of (i) the amount set forth in the Payoff Letters and (ii) the Wind-down Fund, such excess shall be returned to Purchaser. On the Closing Date, Parent shall deliver to Purchaser a certificate from an authorized executive officer of each of Parent and the DIP Lender which states the principal amount plus interest, fees and any other expenses of the DIP Note outstanding as of the Closing Date. Purchaser shall have the right to rely unconditionally and conclusively on such certificate in determining the Purchase Price and shall be obligated to fund only such amount. To the extent that it is determined that the Purchase Price paid is greater than amounts owed or owing under the DIP Amount, the excess, if any, shall immediately be returned to the Purchaser.

3.2 Payment of Purchase Price . On the terms and subject to the conditions set forth herein, at the Closing, in consideration for the sale of the Purchased Assets, Purchaser shall (i) pay, on behalf of Sellers and in full satisfaction of their obligations under the DIP Note, the Purchase Price to the DIP Lender and (ii) assume the Assumed Liabilities. The Purchase Price payable at Closing shall be paid by Purchaser to the DIP Lender by wire transfer of immediately available funds into an account designated by the DIP Lender at least two Business Days prior to the Closing Date.

3.3 Cure Costs . At Closing or as soon as thereafter practicable, the Purchaser shall pay all Cure Costs other than Cure Costs that are subject to a dispute and/or an objection by the non-debtor contracting party (“ Disputed Cure Costs ”). Within five (5) Business Days of entry of an Order by the Bankruptcy Court resolving any dispute relating to the Cure Cost for an Assumed Contract (the “ Resolved Cure Cost ”), (i) Purchaser shall pay the Resolved Cure Cost to the non-debtor contracting party to such Assumed Contract, and (ii) such Assumed Contract shall be deemed to have been assumed by the relevant Seller and assigned to Purchaser immediately upon such payment to the non-debtor contracting party effective, as of the Closing Date.

ARTICLE IV

CLOSING AND TERMINATION

4.1 Closing Date . The closing of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (collectively, the “ Closing ”) shall take place at the offices of Schulte Roth & Zabel LLP located at 919 Third Avenue, New York, New York (or at such other place as the Parties may designate in writing) at 10:00 a.m. (New York City time) on (i) the third Business day in which the last of the conditions set forth in Sections 10.1 , 10.2 and 10.3 to be fulfilled or waived are fulfilled or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or (ii) such other date as agreed to in writing by the Parties. The date on which the Closing shall be held is referred to in this Agreement as the “ Closing Date .” The Closing shall be deemed to have occurred at 11:59:59 p.m. (New York City time) on the Closing Date.

4.2 Deliveries by Sellers . At the Closing, Sellers shall deliver to Purchaser:

(a) a duly executed bill of sale (the “ Bill of Sale ”) in the form of Exhibit A hereto;

(b) a duly executed assignment and assumption agreement (the “ Assignment and Assumption Agreement ”) in the form of Exhibit B-1 hereto, duly executed assignments of the Owned Intellectual Property consisting of Trademarks and Patents, in a form suitable for recording in the United States Patent and Trademark Office and corresponding foreign offices, duly executed assignments of Owned Intellectual Property consisting of Copyrights, in a form suitable for recording in the United States Copyright Office and corresponding foreign offices, and duly executed assignments of all Internet domain names; and duly executed assignments of all Leased Real Property constituting Purchased Assets in the form of Exhibit B-2 ;

(c) The Payoff Letters with respect to all outstanding amounts owed under the DIP Note as of the Closing Date and any necessary releases or authorizations as may be reasonably required to evidence the satisfaction of the DIP Note and any obligations of certain Affiliates of Purchaser related thereto;

(d) the stock certificates and other instruments of transfer contemplated by Section 2.5 ;

(e) the organizational documents, common seal (if any), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books (which shall be written up to, but not including the Closing Date) of each of the Foreign Subsidiaries;

(f) all notifications, consents, waivers and approvals obtained by Sellers and their respective Subsidiaries that are required by the terms of this Agreement;

(g) certified copies of the Sale Order and the docket of the Bankruptcy Court (and such other court to which the Sale Order may have been appealed or a petition for certiorari or reargument may have been filed) evidencing that the Sale Order has become a Final Order;

(h) the certificate of incorporation (or equivalent organizational document) for Sellers and each of the Foreign Subsidiaries, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization;

(i) (i) a certificate of the Secretary of State or comparable Governmental Body of each jurisdiction in which any Seller is organized as to the good standing as of a recent date in such jurisdiction and (ii) a certificate of the Secretary of State or comparable Governmental Body as to any Foreign Subsidiary is organized as to the good standing as of a recent date in such jurisdiction;

(j) a certificate of an officer of Sellers and each Foreign Subsidiary, given by such officer on behalf of Sellers and each Foreign Subsidiary and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Sellers and each Foreign Subsidiary and as to resolutions of the board of directors (or equivalent governing body) of Sellers authorizing this Agreement and any related documents and the transactions contemplated hereby and thereby (including, with respect to the Foreign Subsidiaries, the transfer of the Foreign Shares);

(k) affidavits dated as of the Closing Date, in the form required by the Treasury regulations issued under Section 1445 of the Code, to the effect that Sellers are not foreign persons for purposes of Section 1445 of the Code;

(l) a certificate dated as of the Closing Date, in the form required by Subsection 116(3) of the Income Tax Act (the Act), in respect of the Foreign Shares of N.C. Cameron & Sons Limited;

(m) a Clearance Certificate from the Canadian Workplace Safety & Insurance Board in respect of Ontario, Canada;

(n) release of all Liens against the assets of the Foreign Subsidiaries, other than Permitted Exceptions, from any lenders or other secured parties having an interest therein;

(o) the officer’s certificate required to be delivered pursuant to Section 10.1(a), (b) and (f) ;

(p) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser; and

(q) such other duly executed documents, instruments and certificates as may be necessary or appropriate to be delivered by any Seller or any Subsidiary of a Seller pursuant to this Agreement, including to the extent requested by Purchaser, resignations of the officers and directors of the Foreign Subsidiaries.

4.3 Deliveries by Purchaser . (a) At the Closing, Purchaser shall deliver:

(i) to the DIP Lender, the Purchase Price by wire transfer of immediately available funds into an account designated by the DIP Lender at least two Business Days prior to the Closing Date;

(ii) to Sellers, a duly executed Assignment and Assumption Agreement;

(iii) to Sellers, the officer’s certificate required to be delivered pursuant to Sections 10.2(a) and 10.2(b) ;

(iv) Certificate of Secretary of Purchaser, together with true and correct copies of the Certificate of Formation of Purchaser (certified as of a recent date by the Secretary of State of the applicable jurisdiction), true and correct copies of the Resolutions of the Managing Member of Purchaser authorizing or ratifying the execution, delivery and performance of this Agreement and the other related documents provided for in this Agreement to be executed by Purchaser, and the names of the officers of Purchaser authorized to sign this Agreement and the other related documents provided for in this Agreement to be executed by Purchaser, together with a sample of the true signature of each such officer; and

(v) to Sellers, such other duly executed documents, instruments and certificates as may be necessary or appropriate to be delivered Purchaser pursuant to this Agreement.

4.4 Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

(a) by Purchaser or Sellers, if the Closing shall not have occurred by the close of business on March 5, 2007 (the “ Termination Date ”); provided , further , that if the Closing shall not have occurred on or before the Termination Date due to a breach of any representations, warranties, covenants or agreements contained in this Agreement by Purchaser or Sellers, then the breaching party may not terminate this Agreement pursuant to this Section 4.4(a) ;

(b) by mutual written consent of Sellers and Purchaser;

(c) by Purchaser, if any of the conditions to the obligations of Purchaser set forth in Section 10.1 or   10.3 shall have become incapable of fulfillment other than as a result of a breach by Purchaser of any covenant or agreement contained in this Agreement, and such condition is not waived by Purchaser;

(d) by Sellers, if any condition to the obligations of Sellers set forth in Section 10.2 or 10.3 shall have become incapable of fulfillment other than as a result of a breach by any Seller of any covenant or agreement contained in this Agreement, and such condition is not waived by Sellers;

(e) by Purchaser, if there shall be a breach by any Seller of any representation or warranty, or any covenant or agreement contained in this Agreement, which would result in a failure of a condition set forth in Section 10.1 or 10.3 , and which breach cannot be cured or has not been cured by the earlier of (i) twenty Business Days after the giving of written notice by Purchaser to Sellers of such breach and (ii)  the Termination Date;

(f) by Sellers, if there shall be a breach by Purchaser of any representation or warranty, or any covenant or agreement contained in this Agreement, which would result in a failure of a condition set forth in Section 10.2 or 10.3 , and which breach cannot be cured or has not been cured by the earlier of (i) twenty Business Days after the giving of written notice by Sellers to Purchaser of such breach and (ii) the Termination Date;

(g) by Sellers or Purchaser if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the Parties hereto shall promptly appeal any adverse determination that is not nonappealable (and pursue such appeal with reasonable diligence);

(h) by Purchaser or Sellers, if the Bankruptcy Court shall enter an Order approving a Competing Bid;

(i) by Purchaser, if:

(i) any event or condition of any character shall have occurred which would result in, a Material Adverse Effect on Parent, the other Sellers or the Business;

(ii) so long as Purchaser is not then in breach of its obligations under this Agreement, the Bidding Procedures Order has not been entered by the Bankruptcy Court by January 22, 2007, if the Sale Order has not been entered by the Bankruptcy Court by February 13, 2007 or if the Sale Order has not become a Final Order by February 24, 2007; or

(iii) (a) the Bankruptcy Court (1) enters an Order authorizing an Alternative Transaction or (2) confirms a plan of reorganization or liquidation that involves the Purchased Assets, (b) any Seller becomes a proponent or co-proponent of any plan of reorganization under the Bankruptcy Code filed with the Bankruptcy Court that does not contemplate the acquisition of the Purchased Assets by Purchaser on the terms set forth herein, (c) the Bankruptcy Case is converted from a case under Chapter 11 of the Bankruptcy Code to a case under Chapter 7 of the Bankruptcy Code or is dismissed, (d) a trustee, an examiner with expanded powers, or any other responsible officer or Person is appointed in any Bankruptcy Case, or (e) the periods of exclusivity under Section 1121(b) and 1121(c) of the Bankruptcy Code are terminated or reduced by the Bankruptcy Court pursuant to Section 1121(d) in any Bankruptcy Case.

4.5 Procedure Upon Termination . In the event of termination and abandonment by Purchaser or Sellers, or both, pursuant to Section 4.4 hereof, written notice thereof shall forthwith be given to the other Party or Parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Sellers.

4.6 Effect of Termination . (a) In the event that this Agreement is validly terminated as provided herein and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect and, except as otherwise provided in this Section 4.6 , there shall be no Liability on the part of any party hereto (or any shareholder, director, officer, partner, employee, agent, consultant or representative of such party); provided that nothing contained herein shall release any party hereto for any willful breach of this Agreement.

(b) In the event this Agreement is terminated pursuant to Section 4.4(a) , 4.4(c) 4.4(e) , 4.4(h) , 4.4(i)(ii) or 4.4(i)(iii) , Sellers shall pay Purchaser (to the extent not previously reimbursed) an amount equal to the reasonable, out-of-pocket documented costs and expenses (including, without limitation, the fees and expenses of outside counsels, financial advisors and other consultants, including employees, agents and representatives of Tinicum Incorporated, and the HSR Act filing fee or other fees paid in connection with any notices or filings made pursuant to other Antitrust Laws) incurred by Purchaser and/or its Affiliates in connection with its due diligence investigation of the Business and the negotiation and execution of this Agreement and furtherance of the transactions contemplated hereby, up to a maximum amount of costs and expenses equal to 0.5% of the Aggregate Consideration (the “ Expense Reimbursement ”). The Expense Reimbursement shall constitute superpriority administrative expenses of Sellers under Section 364 of the Bankruptcy Code, senior to all other administrative claims against Sellers, including those of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code (other than those granted to Sellers’ pre-petition or post-petition lenders by Orders of the Bankruptcy Court). Payment of the Expense Reimbursement shall be made by Sellers no later than the close of business on the next Business Day following the date of such termination.

(c) In the event that:

(i) (A) this Agreement is terminated pursuant to Section 4.4(h) , or 4.4(i)(iii)(a) and (B) within 12 months following the date of such termination, one or more Sellers or their respective Subsidiaries sells, transfers, leases or otherwise disposes, directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by any Seller or any of their Subsidiaries or otherwise), all or a any portion of the Equity Securities of any Seller or any of their Subsidiaries engaged in the Business or all or a any portion of the Purchased Assets or the assets of the Foreign Subsidiaries (or agrees to do any of the foregoing) in a transaction or series of transactions to or with any party or parties other than Purchaser or any of its Affiliates (an “ Alternative Transaction ”),

then, Sellers shall pay to Purchaser an amount equal to 3.0% of the Aggregate Consideration (the “ Breakup Fee ” and, together with the Expense Reimbursement, the “ Termination Fee ”).

(d) Payment of the Breakup Fee shall be made by Sellers prior to or contemporaneously with the consummation of an Alternative Transaction. The Termination Fee shall constitute a superpriority administrative expense obligation of Sellers under Section 364 of the Bankruptcy Code, senior to all other administrative claims against Sellers, including those of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code (other than those granted to Sellers’ pre-petition or post-petition lenders by Orders of the Bankruptcy Court). Any Termination Fee paid or payable as aforesaid is in the nature of liquidated damages and is lieu of any other payments or damages hereunder, other than the Expense Reimbursement.

(e) This Section 4.6 shall survive any termination of this Agreement and nothing in this Section 4.6 shall relieve Purchaser or Sellers of such obligations.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLERS

Subject to the exceptions set forth in the applicable sections of Sellers Disclosure Schedule, Sellers hereby jointly represent and warrant to Purchaser that:

5.1 Organization and Good Standing . Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and each of the other Sellers is duly organized, validly existing and in good standing under the laws of its respective state of formation as identified on Schedule 5.1 of Sellers Disclosure Schedule, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. Schedule 5.1 of Sellers Disclosure Schedule identifies the only jurisdictions in which the ownership, use or leasing of such Seller’s assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, other than those jurisdictions the failure to be so qualified, licensed or admitted has not resulted in, and would not result in a Material Adverse Effect on such Seller.

5.2 Foreign Subsidiaries . Schedule 5.2 of Sellers Disclosure Schedule sets forth for each Foreign Subsidiary (i) its name and jurisdiction of incorporation, (ii) the number of authorized shares or other equity interests for each class of its capital stock or other equity interests, (iii) the number of issued and outstanding shares or other equity interests of each class of its capital stock or other equity interests, the names of the holders thereof and the number of shares or other equity interests held by each such holder and (iv) the number of shares of its capital stock or other equity interests held in treasury and similar information. Each Foreign Subsidiary is duly incorporated or formed, validly existing corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation or formation with the requisite power and authority, and all necessary qualifications, licenses and registrations to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted, and Schedule 5.2 sets forth the only jurisdictions in which such qualifications, licenses or registrations are required. Except for qualifying director’s shares set forth in Schedule 5.2 of Sellers Disclosure Schedule, all of the outstanding shares of capital stock, shares or other equity ownership interests of a Foreign Subsidiary are beneficially and legally owned by a Seller, free and clear of any Liens, and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. Upon consummation of the transactions contemplated by this Agreement, Purchaser or its designated Affiliates will own all of the issued and outstanding shares of capital stock or other equity interests of the Foreign Subsidiaries, free and clear of all Liens. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of the Foreign Shares. There are (i) no outstanding warrants, options, preemptive rights or other rights to purchase or acquire any of the shares of capital stock, shares or other ownership interests of any Foreign Subsidiary, or any outstanding securities convertible into such shares or ownership interests, outstanding warrants, options or other rights to acquire any such convertible securities, (ii) no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Foreign Subsidiaries on any matter, (iii) obligations of the Foreign Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of Foreign Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities and (iv) no restrictions on the transfer of any Foreign Subsidiary’s capital stock, shares or other ownership interests, other than the requirement for consent or approval of its directors or shareholders under its articles of incorporation or under applicable federal, state or foreign securities laws. There are no Contracts that require any of the Foreign Subsidiaries to provide funds to, or make any investments (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth on Schedule 5.2 of Sellers Disclosure Schedule, none of the Foreign Subsidiaries, directly or indirectly, owns or holds the right to acquire any outstanding capital stock of, or other equity or voting interests in, any Person. Except as required by applicable Law, there are no restrictions of any kind which prevent the payment of dividends by any Foreign Subsidiary. Parent has made available to Purchaser prior to the execution of this Agreement complete and correct copies of the organizational documents of the Foreign Subsidiaries, in each case as amended to the date hereof.

5.3 Authorization of Agreement . Except for such authorization as is required by the Bankruptcy Court (as hereinafter provided for), each Seller has all requisite power and authority to execute and deliver this Agreement and each Seller has all requisite power and authority to execute and deliver each of the Ancillary Agreements and such other agreements, documents, instruments or certificates contemplated by this Agreement or to be executed by such Seller in connection with the consummation of the transactions contemplated by this Agreement (the “ Seller Documents ”), to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Seller