ASSET PURCHASE AGREEMENT

Exhibit 2.1

Execution Copy

ASSET PURCHASE AGREEMENT

by and among

LLI ACQUISITION, INC.,

LIGHTING SCIENCE GROUP CORPORATION,

LAMINA LIGHTING INCORPORATED,

and

THE STOCKHOLDERS
(listed on the signature pages hereto)

Dated as of July 29, 2008

ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT (the “ Agreement ”) is dated as of July 29, 2008, by and among LLI Acquisition, Inc., a Delaware corporation (“ Purchaser ”), Lighting Science Group Corporation (“ LSG ”), Lamina Lighting Incorporated, a Delaware corporation (the “ Seller ”), and each of the stockholders of the Seller set forth on the signature pages hereto (each a “ Stockholder ” and together the “ Stockholders ”).

W I T N E S S E T H:

           WHEREAS , Purchaser is a wholly-owned subsidiary of Lighting Science Group Corporation, a Delaware corporation (“ LSG ”);

           WHEREAS, the Seller presently conducts the Business;

           WHEREAS , the Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to acquire and assume from the Seller, all of the Purchased Assets and Assumed Liabilities, all as more specifically provided herein;

           WHEREAS , the Stockholders collectively own approximately 76% of the issued and outstanding capital stock of the Seller, and the Stockholders and the Seller have taken all necessary corporate and stockholder action to enter into this Agreement and to perform their respective obligations hereunder; and

           WHEREAS , certain terms used in this Agreement are defined in Section 1.1 .

           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 :

          “ 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. For purposes of this Agreement, Pegasus Capital Advisors, L.P. and its portfolio companies shall not be deemed an “ Affiliate ” of Purchaser, LSG or its subsidiaries, and the respective portfolio companies of the Stockholders shall not be deemed an “ Affiliate ” of the Seller.

          “ Affiliated Group ” means any affiliated group within the meaning of Section 1504 of the Code or any comparable or analogous group under applicable Law.

          “ Available Earn-Out Amount ” means the amount to be paid in the form of the Earn-Out Payment on the Earn-Out Payment Date, if any, less any cash paid pursuant to Section 9.4(c)(i) or Section 9.4(d)(i) .

          “ Business ” means the business of the Seller, including the production and sale of LED light engines and other lighting products containing such light engines and any activities ancillary thereto.

          “ Business Day ” means any day of the year other than a Saturday or Sunday or any day on which the Federal Reserve Bank of New York is closed.

          “ CERCLA ” means the Comprehensive Environmental Response Compensation and Liability Act, as amended.

          “ CK License Agreement ” means that certain OEM License Agreement, dated as of January 11, 2007, by and between Color Kinetics Incorporated and the Seller.

          “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

          “ Combination Product ” any product that is comprised of a combination of Substrate Technology Component Parts and Non-Substrate Component Parts.

          “ Confidential Information ” means any information with respect to the Seller, including methods of operation, customer lists, products, prices, fees, costs, Technology, inventions, trade secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “ Confidential Information ” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.

          “ Contract ” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding or undertaking, commitment or obligation, whether written or oral.

          “ Documents ” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, lists of past, present and/or prospective customers, supplier 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 related to the Business and the Purchased Assets, in each case whether or not in electronic form.

          “ Employee ” means all individuals (including common law employees, independent contractors and individual consultants), immediately prior to the Closing, who are employed or engaged by Seller in connection with the Business.

          “ Environmental Law ” means any Law as now or hereafter in effect in any way relating to protection of human health and safety, public welfare, the environment, or natural resources, including, without limitation, those Laws relating to the storage, handling and use of chemicals, hazardous substances (as that term is defined by CERCLA) and other hazardous materials, those relating to the generation, processing, treatment, storage, transport, disposal or other management of chemicals, hazardous substances (as that term is defined by CERCLA), hazardous materials or waste materials of any kind, those Laws relating to the release, reporting, discharge, investigation, or remediation of waste materials, hazardous substances (as that term is defined by CERCLA), hazardous materials or waste materials of any kind, and those Laws relating to the protection of threatened or endangered species or environmentally sensitive areas. Environmental Law includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq. ), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq. ), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq. ), the Clean Water Act (33 U.S.C. § 1251 et seq. ), the Clean Air Act (42 U.S.C. § 7401 et seq. ) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq. ), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq. ), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq. ), and ISRA and analogous state or local Laws, as each has been or may be amended and the regulations promulgated pursuant thereto.

          “ Environmental Permit ” means any Permit required by Environmental Laws for the operation of the Business.

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

          “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) which is or at anytime within the six (6) year period preceding the date of this Agreement would have been treated as a “single employer” with the Seller under section of 414(b), (c), (m), or (o) of the Code.

          “ Excluded Contracts ” means the following Contracts: (i) the New Jersey Lease; and (ii) the CK License Agreement.

          “ Excluded Employee ” means any Employee who is not offered employment by Purchaser or who does not accept an offer of employment by Purchaser and commence work with Purchaser immediately after the Closing.

          “ Former Employee ” means all individuals (including common law employees, independent contractors and individual consultants) who were employed or engaged by the Seller but who are no longer so employed immediately prior to the Closing.

          “ Furniture and Equipment ” means all furniture, fixtures, furnishings, machinery, tools, equipment, vehicles, rolling stock, leasehold improvements, and other tangible personal property of every kind owned, leased or used by the Seller in the conduct of the Business (wherever located, including, without limitation, customer locations), including all artwork, desks, chairs, tables, Hardware, copiers, telephone lines and numbers, telecopy machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies, together with any maintenance records and other documents relating thereto.

          “ GAAP ” means generally accepted accounting principles in the United States as of the Closing Date.

          “ 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, or any court or arbitrator (public or private).

          “ Hardware ” means any and all computer and computer-related hardware, including, but not limited to, computers, file servers, facsimile servers, scanners, color printers, laser printers and networks.

          “ Hazardous Material ” means any substance, material or waste which is regulated because of its effect or potential effect on public health or the environment, including any material, substance or waste which is recycled, or which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “solid waste,” “pollutant or contaminant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, and including petroleum or any fraction thereof, petroleum products, natural gas, natural gas liquids, liquefied natural gas or synthetic gas, asbestos, mold, asbestos-containing material, urea formaldehyde and polychlorinated biphenyls.

          “ Indebtedness ” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business (other than the current liability portion of any indebtedness for borrowed money)); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) the liquidation value, accrued and unpaid dividends; prepayment or redemption premiums and penalties (if any), unpaid fees or expenses and other monetary obligations in respect of any redeemable preferred stock (or other equity of such Person); (vii) all obligations of the type referred to in clauses (i) through (vi) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (viii) all obligations

of the type referred to in clauses (i) through (vii) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

          “ Intellectual Property ” means all right, title and interest in or relating to intellectual property, whether protected, created or arising under the Laws of the United States or any other jurisdiction, including: (i) inventions, discoveries, and patents and applications therefor, including continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof, and every priority right that is or may be predicated upon or arise from the inventions, discoveries, and patents and applications (collectively, “ Patents ”); (ii) trademarks, service marks, trade names, service names, brand names, trade dress rights, corporate names, trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, “ Marks ”); (iii) Internet domain names; (iv) copyrights and mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof (collectively, “ Copyrights ”); (v) trade secrets and other proprietary Confidential Information (“ Trade Secrets ”); (vi) other intellectual property rights arising from or relating to Technology, and (vii) Contracts granting any right relating to or under the foregoing.

          “ Intellectual Property Licenses ” means (i) any grant by the Seller to another Person of any right relating to or under the Purchased Intellectual Property and (ii) any grant by another Person to the Seller of any right relating to or under any third Person’s Intellectual Property.

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

          “ ISRA ” means the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K and N.J.A.C. 7:26B, and any related NJDEP regulations, as well as any successor statute or regulations thereto, as each has been or may be amended.

          “ Knowledge of the Seller ” means the actual knowledge, after reasonable inquiry, of the Seller’s Chief Executive Officer, Chief Financial Officer, Vice President of Engineering and Vice President of Operations.

          “ Law ” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Order or other requirement.

          “ Legal Proceeding ” means any judicial, administrative or arbitral action, suit, mediation, investigation, inquiry, proceeding or claim (including any counterclaim) by or before a Governmental Body.

          “ Liability ” means any debt, loss, damage, adverse claim, fine, penalty, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or

contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation).

          “ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any equity holder or similar agreement, encumbrance or any other restriction or limitation whatsoever, including any Contract to give any of the foregoing.

          “ Material Adverse Effect ” means any result, occurrence, fact, change, event or effect (whether or not constituting a breach of a representation, warranty or covenant set forth in this Agreement) that, individually or in the aggregate with any such other results, occurrences, facts, changes, events or effects, is or could reasonably be expected to be materially adverse to (i) the Seller’s or the Business’s business, operations, assets, liabilities, condition (financial or otherwise) or results of operations, or (ii) the ability of the Seller to consummate the transactions contemplated by this Agreement or perform its duties under this Agreement or the Seller Documents.

          “ New Jersey Lease ” means that certain Lease Agreement, dated December 12, 2001, by and between NJ Exit 5 Associates and the Seller.

          “ New York Lease ” means that certain Standard Form of Loft Lease, dated November 9, 2007, by and between IGS Realty Co. and the Seller.

          “ NJDEP ” means the New Jersey Department of Environmental Protection.

          “ Non-Substrate Component Parts ” means any component part that does not directly incorporate the Substrate Technology.

          “ Order ” means any order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

          “ Ordinary Course of Business ” means the ordinary and usual course of normal day-to-day operations of the Business, as conducted by the Seller, through the Closing Date, consistent with past practice.

          “ Permits ” means any approvals, authorizations, consents, licenses, registrations, variances, permits or certificates granted by or obtained from a Governmental Body, and applications therefor and renewals thereof.

          “ Permitted Exceptions ” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance that have been delivered to Purchaser; (ii) statutory Liens for current Taxes, assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings; provided , that an appropriate reserve has been established therefor in

the Financial Statements in accordance with GAAP; (iii) mechanics’, carriers’, workers’ and repairers’ Liens arising or incurred in the Ordinary Course of Business that are not material to the business, operations and financial condition of the Seller’s property so encumbered and that are not resulting from a breach, default or violation by the Seller of any Contract or Law; and (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body; provided , that such regulations have not been violated.

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

          “ Plans ” shall mean (i) all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, Contract, or understanding (whether qualified or nonqualified, written or unwritten), and any trust, escrow or other agreement related thereto, which currently is sponsored, established, maintained or contributed to or required to be contributed by the Seller or for which the Seller has any Liability, contingent or otherwise, and (ii) all “multiemployer plans,” as that term is defined in Section 4001 of ERISA and all “employee benefit plans” (as defined in Section 3(3) of ERISA) that are subject to Title IV of ERISA or Section 412 of the Code which the Seller or any ERISA Affiliate has maintained or contributed to or been required to contribute to at any time within six (6) years prior to the Closing Date or with respect to which, to the Seller or any ERISA Affiliate has any Liability.

          “ Purchased Contracts ” means all Contracts related to the Business other than the Excluded Contracts.

          “ Purchased Intellectual Property ” means all Intellectual Property owned by the Seller related to or used in connection with the Business.

          “ Purchased Technology ” means all Technology owned by the Seller related to or used in connection with the Business.

          “ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, leaching or migration.

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

          “ Software ” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) databases and compilations, including 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, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (iv) all

documentation, including user manuals and other training documentation related to any of the foregoing.

          “ Substrate Technology ” means Technology claimed in (x) any U.S. non-provisional Patent application filed and exclusively owned by the Seller, pending and as submitted and, in each case as of the Closing or (y) any valid, enforceable, and issued United States Patent exclusively owned by the Seller immediately prior to the Closing and, in the case of each of the forgoing, transferred to Purchaser as part of the Purchased Intellectual Property. For the avoidance of doubt, “ Substrate Technology ” shall include all of the Lamina products identified by the part numbers on Schedule 1.1 hereto (the “ Listed Products ”); provided , that if prior to Closing, LSG or its Affiliates developed a specification associated with a product listed on Schedule 1.1 , then such product shall not be deemed “Substrate Technology” solely as a result of being listed in Schedule 1.1 ; and provided further, that if any of the Listed Products are purchased or sourced from a third party after Closing and such product was not developed from the Lamina specification related to such product prior to or after Closing, then such product shall not be deemed “Substrate Technology” as a result of being listed in Schedule 1.1 . Notwithstanding the foregoing, “ Substrate Technology ” shall not encompass (i) other than any of the Listed Products, any Technology transferred to Purchaser under this Agreement that is both non-patented and is not the subject of a pending patent claim as of the Closing in any U.S. non-provisional Patent application filed and owned by the Seller as of the Closing, (ii) any Technology licensed by the Seller and transferred to Purchaser under this Agreement, (iii) any product sold or offered for sale by LSG or its Affiliates prior to the Closing (“ Pre-Closing LSG Product ”), and any Pre-Closing LSG Product sold or offered for sale after the Closing to the extent unmodified by LSG or its Affiliates, and any product sold or offered for sale by LSG or its Affiliates after the Closing and which uses Technology that was commercialized by LSG or its Affiliates prior to the Closing, or (iv) any product purchased by LSG or its Affiliates from the Seller prior to the Closing and held by LSG or such Affiliate in inventory as of the Closing, it being understood that this clause (iv) shall not be construed to include the class or type of products held in inventory but rather the individual products held in inventory as of the Closing.

          “ Substrate Technology Component Part ” means any component part that directly incorporates the Substrate Technology.

          “ Tax ” or “ Taxes ” means (i) any federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever; (ii) any interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i); and (iii) any Liability in respect of any items described in clauses (i) and/or (ii) payable by reason of Contract, assumption, transferee liability, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision of Law) or otherwise.

          “ Taxing Authority ” means the IRS and any other Governmental Body responsible for the administration of any Tax.

          “ Tax Return ” means any return, report or statement required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes the Seller, or any of its Affiliates.

          “ Technology ” means, collectively, Software, information, designs, source code, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, tools, specifications, processes, inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings and registered domain names, website pages and other website development, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology.

           “ Transaction Expenses ” means all of the fees and expenses of the Seller payable in connection with the transactions contemplated by this Agreement, including, without limitation, (i) fees and expenses of counsel, advisors, brokers, investment banks, accountants, actuaries and experts engaged by or on behalf of the Seller, and (ii) any amounts payable to any Employee or Former Employee resulting from or arising out of the consummation of the transactions contemplated hereby (such as severance, termination, change of control or success bonuses).

          “ Transferred Employee ” means any Employee who accepts an offer of employment by Purchaser and commences work with Purchaser immediately after the Closing.

          “ Treasury Regulations ” means the regulations promulgated under the Code.

           “ WARN ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended.

     1.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

          1.3 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 . The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. 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 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 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 ” or any variation thereof means “ including, without limitation ” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

          (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 PURCHASED ASSETS; ASSUMPTION OF ASSUMED LIABILITIES

     2.1 Purchase and Sale of Assets . On the terms set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to Purchaser all of the Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Liens except for Permitted Exceptions. The “ Purchased Assets ” shall mean all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims of the Seller related to the Business, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of the Seller (other than the Excluded Assets), including, without limitation, each of the following assets except to the extent they constitute Excluded Assets:

          (a) all accounts receivable of the Seller;

          (b) all inventory and supplies used or intended to be used primarily in connection with the Business, including, without limitation, raw materials, work in progress, finished goods, manufacturing supplies, office supplies, packaging and related materials, other than any such items which are below customary quality control standards within the Seller’s industry or any applicable governmental quality control standards, or such items that are of a quality or quantity not usable or, in the case of finished goods, saleable in the Ordinary Course of Business (it being understood than any such materials not useable or saleable within six (6) months constitute obsolete inventory);

          (c) all tangible personal property used or intended to be used primarily in connection with the Business, including, without limitation, Furniture and Equipment;

          (d) except with respect to any Excluded Contract, all prepaid expenses and other deposits (including customer deposits and security for rent, electricity, telephone or otherwise), claims for refunds, prepaid charges, including any prepaid rent, rights of offset in respect thereof and all retentions or holdbacks of the Seller;

          (e) all rights of the Seller under the New York Lease, together with all improvements, fixtures and other appurtenances related thereto and rights in respect thereof;

          (f) the Purchased Intellectual Property and the Purchased Technology;

          (g) all rights of the Seller under the Purchased Contracts, including all claims or causes of action with respect to the Purchased Contracts;

          (h) except with respect to the Excluded Contracts, all Documents that are related to the Business, including Documents relating to products, services, marketing,

advertising, promotional materials, Purchased Intellectual Property, Purchased Technology, personnel files for Transferred Employees (to the extent permitted by applicable Law) and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, whether or not physically located on any of the premises referred to in clause (e) above;

          (i) all Permits, including Environmental Permits, used by the Seller in the Business (which includes all Permits necessary to conduct the Business as currently conducted) and all rights, and incidents of interest therein;

          (j) all rights of the Seller under non-disclosure or confidentiality, non-compete, non-solicitation agreements, assignment agreements or similar agreements with Former Employees, Employees and agents of the Seller or with third parties to the extent relating to the Business or the Purchased Assets (or any portion thereof);

          (k) all rights of the Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold or services provided to the Seller or to the extent affecting any Purchased Assets;

          (l) except with respect to any Excluded Asset or Excluded Liability, all third-party property and casualty insurance proceeds, and all rights to third-party property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business as of the Closing;

          (m) all claims, counterclaims, causes of action, rights or recourse of the Seller against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or non-contingent; and

          (n) all goodwill and other intangible assets associated with the Business, including the goodwill associated with the Purchased Intellectual Property.

     2.2 Excluded Assets . Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and the Seller shall retain all right, title and interest to, in and under the Excluded Assets. The “ Excluded Assets ” shall mean each of the following assets:

          (a) all cash and cash equivalents in Seller’s bank accounts or on hand on the Closing Date, together with the bank accounts themselves;

          (b) the Excluded Contracts;

          (c) all minute books, organizational documents, stock registers and such other books and records of the Seller as they pertain to the ownership, organization or existence of the Seller and duplicate copies of such records as are necessary to enable the Seller to file tax returns and reports;

          (d) all assets of any trust attributable to Employees and Former Employees in connection with any Plan; and

          (e) all assets listed on Schedule 2.2(e) hereto.

     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, only the following liabilities of the Seller (collectively, the “ Assumed Liabilities ”):

          (a) all Liabilities of the Seller under the Purchased Contracts, including the New York Lease, that arise out of or relate to the period from and after the Closing Date;

          (b) all trade accounts payable of the Seller incurred in the Ordinary Course of Business and listed on Schedule 2.3(b) ;

          (c) subject to Section 3.3(a) , all Liabilities for breach of any warranty for products sold by the Seller on or before the Closing Date (“ Pre-Closing Product Warranty Claims ”);

          (d) all Liabilities for accrued payroll and paid time off for the Transferred Employees incurred in the Ordinary Course of Business as of the Closing Date, up to $75,000 (“ Accrued Payroll ”); and

          (e) all Liabilities listed on Schedule 2.3(e) hereto (the “ Schedule 2.3(e) Liabilities ”);

          (f) all Liabilities for Taxes relating to the Purchased Assets and allocable to Purchaser pursuant to Section 10.2 ; and

          (g) any Liabilities arising pursuant to COBRA and assumed by Purchaser pursuant to Section 7.11 .

     2.4 Excluded Liabilities . Notwithstanding any provision herein to the contrary, Purchaser shall not assume, succeed to, be liable for, be subject to, or be obligated for, nor shall the Purchased Assets be subject to, any Excluded Liabilities. The Seller shall timely perform, satisfy and discharge in accordance with their respective terms all Excluded Liabilities. “ Excluded Liabilities ” shall mean all Liabilities of the Seller arising out of, relating to or otherwise in respect of the Business on or before the Closing Date and all other Liabilities of the Seller, other than the Assumed Liabilities, including but not limited to, the following Excluded Liabilities:

          (a) other than Pre-Closing Warranty Claims, all Liabilities in respect of any products sold and/or services performed by the Seller on or before the Closing Date;

          (b) all Liabilities, to the extent arising out of or otherwise related to the ownership or operation of (i) the property underlying the New York Lease or the New Jersey Lease (or any condition thereon) on or prior to the Closing Date, including: (A) the Release, presence, continuing Release or the subsequent migration thereof (if existing as of the Closing) of any Hazardous Material, regardless of by whom; or (B) any noncompliance with Environmental Laws, (C) the compliance or noncompliance with ISRA arising from, related to or in connection with the transactions contemplated by this Agreement (including the Sublease

Agreement) or any prior transaction; (ii) the Business on or prior to the Closing Date, (iii) the Excluded Assets or any other real property formerly operated, leased or otherwise used by the Seller or (iv) from the offsite transportation, storage disposal, treatment or recycling of Hazardous Material generated by and taken offsite by or on behalf of the Seller prior to and through the Closing Date;

          (c) other than Accrued Payroll, all Liabilities arising out of, relating to or with respect to (i) the employment, performance of services or termination of employment or services by the Seller or any of its Affiliates of any individual on or before the Closing Date, (ii) any Excluded Employee, (iii) workers’ compensation claims against the Seller that relate to the period on or before the Closing Date, irrespective of whether such claims are made prior to or after the Closing or (iv) any Plan;

          (d) all Liabilities arising out of, under or in connection with Contracts that are not Purchased Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of the Seller accruing under such Contracts with respect to any period prior to Closing;

          (e) all Liabilities arising out of, under or in connection with any Indebtedness or any Transaction Expenses of the Seller;

          (f) all Liabilities for (i) Transfer Taxes, (ii) Taxes of the Seller for any period (other than Taxes relating to the Purchased Assets and allocable to Purchaser pursuant to Section 10.2 ), and (iii) Taxes that relate to the Purchased Assets allocable to the Seller pursuant to Section 10.2 ;

          (g) all Liabilities in respect of any pending or, to the Knowledge of the Seller, threatened Legal Proceeding, or any claim arising out of, relating to or otherwise in connection with (i) the operation of the Business to the extent such Legal Proceeding or claim relates to such operation on or prior to the Closing Date, or (ii) any Excluded Asset;

          (h) except to the extent such Liability is a Schedule 2.3(e) Liability, all Liabilities relating to any sales commissions or similar payments through the Closing;

          (i) all Liabilities relating to accruals and obligations with respect to any bonuses for any period prior to January 1, 2008; and

          (j) all Liabilities relating to any dispute with any client or customer of the Business existing as of the Closing Date or based upon, relating to or arising out of events, actions, or failures to act prior to the Closing Date.

     2.5 Further Conveyances and Assumptions; Consent of Third Parties .

          (a) From time to time following the Closing and except as prohibited by Law, the Seller shall, or shall cause its Affiliates to, make available to Purchaser such 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, the Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be 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 Seller Documents and to assure fully to the Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby.

          (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Body or is cancelable by a third party in the event of an assignment (“ Nonassignable Assets ”) unless and until such consent shall have been obtained. The Seller shall, and shall cause its Affiliates to, use their respective best efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Seller or the Affiliate of the Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Seller’s or Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Seller shall take or cause to be taken at the Seller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Seller or each applicable Affiliate of the Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, the Seller on behalf of itself and its Affiliates authorize Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Seller or its Affiliates under the Nonassignable Assets and appoint Purchaser its attorney-in-fact to act in its respective name on its behalf or in the name of such Affiliate of the Seller and on such Affiliate’s behalf with respect thereto.

     2.6 Bulk-Sales Laws . Purchaser hereby waives compliance by the Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Purchaser; provided , that the Seller agrees (a) to pay and discharge when due or to contest or litigate all claims of creditors which are asserted against Purchaser or the Purchased Assets by reason of such noncompliance, (b) to indemnify, defend and hold harmless Purchaser from and against any and all such claims in the manner provided in Article IX and (c) to take promptly all necessary action to remove any Lien which is placed on the Purchased Assets by reason of such noncompliance.

     2.7 Purchase Price Allocation .

          (a) Within thirty (30) days following the Closing, Purchaser shall deliver to the Seller a statement allocating the Cash Payment plus other amounts treated as consideration for federal income tax purposes among the Purchased Assets and the covenants described in Section 7.2 (non-competition; non-solicitation; confidentiality) in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “ Purchase Price Allocation Statement ”). Purchaser and the Seller shall agree in good faith to revisions to the Purchase Price Allocation Statement to reflect any purchase price adjustments, including the payment of the Earn-Out Payment pursuant to Section 3.3 . In the event that Purchaser and the Seller are unable to agree on the Purchase Price Allocation Statement within thirty (30) days following Purchaser’s delivery of such statement to the Seller, Purchaser and the Seller shall submit such dispute to the Independent Accountant to be resolved in accordance with the provisions of Section 2.7(b) . All Tax Returns and reports filed by Purchaser and the Seller shall be prepared consistently with such allocation (as revised in accordance with this Section 2.7(a) ).

          (b) If Purchaser and the Seller are unable to reach an agreement with respect to the Purchase Price Allocation Statement within thirty (30) days following Purchaser’s delivery of such statement to the Seller, they shall promptly thereafter cause a mutually acceptable independent accounting firm (the “ Independent Accountant ”) to review this Agreement and the disputed items or amounts contained in the Purchase Price Allocation Statement (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). In making such calculation, the Independent Accountant shall be instructed to consider only those items or amounts in the Purchase Price Allocation Statement and the Purchaser’s calculation of such allocations as to which the Seller has disagreed. The parties shall further instruct the Independent Accountant to deliver to Purchaser and the Seller, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a report setting forth such calculation. The Independent Accountant’s report shall be final and binding upon Purchaser and the Seller. The fees, costs and expenses of the Independent Accountant’s review and report shall be allocated to and borne by Purchaser and the Seller based on the inverse of the percentage that the Independent Accountant’s determination (before such allocation) bears to the aggregate amount of all items of the Purchase Price Allocation Statement in dispute. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant allocates $600 in favor of the Seller’ position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Seller.

     2.8 Proration of Certain Expenses . Except as otherwise provided in Section 10.2 with respect to Taxes, all expenses and other payments in respect of all rents and other payments (including any prepaid amounts) due under the New York Lease and any tangible personal property leases constituting part of the Purchased Assets shall be prorated between the Seller, on the one hand, and Purchaser, on the other hand, as of the Closing Date. The Seller shall be responsible for all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other payments of any kind accruing during any period under the New York Lease or any such tangible personal property leases up to and including the Closing Date. Purchaser shall be responsible for all such rents, charges and other payments accruing during any period under the New York Lease or any such tangible personal property leases after the Closing Date. Purchaser shall pay the full amount of any invoices received by it and shall submit a request for reimbursement to the Seller for the

Seller’s share of such expenses and the Seller shall pay the full amount of any invoices received by the Seller and Purchaser shall reimburse the Seller for Purchaser’s share of such expenses.

     2.9 Receivables . For a reasonable period following the Closing, the Seller shall provide reasonable assistance to Purchaser in the collection of accounts receivable. If the Seller shall receive payment in respect of accounts receivable that are included in the Purchased Assets, then the Seller shall promptly forward such payment to Purchaser.

ARTICLE III

CONSIDERATION AND CLOSING

     3.1 Consideration . The aggregate consideration for the Purchased Assets shall be (a) an amount in cash equal to $4,500,000 (the “ Cash Payment ” and together with the Earn-Out Payment (defined below), the “ Purchase Price ”), plus (b) the Earn-Out Payment, if any, paid in accordance with Section 3.3 below, subject to the indemnification obligations of the Seller set forth in Article IX , and (c) the assumption of the Assumed Liabilities (together with the Purchase Price, the “ Total Consideration ”).

     3.2 Payment of Cash Payment . On the Closing Date, Purchaser shall pay the Cash Payment to the Seller, which shall be paid by wire transfer of immediately available funds into an account designated by the Seller in writing not fewer than three (3) Business Days prior to the Closing Date.

     3.3 Earn-Out Payment .

          (a) Subject to Section 3.3(e) and Section 7.8(d) , the Seller shall receive an earn-out payment (the “ Earn-Out Payment ”), payable in accordance with Section 3.3(c) , equal to (1) (i) the product of 85% and (ii) (x) the product of (A) 0.50 and (B) the aggregate amount of revenue in excess of $6,000,000 realized in accordance with GAAP by the Seller and/or LSG and its subsidiaries and Affiliates during the year ended December 31, 2008 from the sale of Substrate Technology Component Parts and Combination Products plus (y) the aggregate amount of revenue realized in accordance with GAAP by LSG and its subsidiaries and Affiliates during the year ended December 31, 2009 from the sale of Substrate Technology Component Parts and Combination Products, minus (2) the amount of the Cash Payment, and minus (3) the cost to Purchaser or its Affiliates to remedy any Pre-Closing Product Warranty Claims; provided , that the Earn-Out Payment shall not exceed $10,500,000.

          (b) In determining the amount of revenue attributable to Substrate Technology Component Parts and Combination Products pursuant to Section 3.3(a) , the parties agree that:

          (i) With respect to Combination Products:

     (A) Only the revenue attributable to a Substrate Technology Component Part shall be included in the revenue calculation; and

     (B) The revenue attributable to a Substrate Technology Component Part shall be equal to: (A) if the Seller and/or LSG or its subsidiaries or Affiliates have separately sold the applicable Substrate Technology Component Part to an independent third party during the 180-day period immediately preceding the applicable sale of the Combination Product, the weighted average sales price (calculated based upon the number of units sold) for such Substrate Technology Component Part during such 180-day period; or (B) 143% of the production cost of the applicable Substrate Technology Component Part.

          (ii) With respect to all Substrate Technology Component Parts and Combination Products, the revenue amount shall be reduced by any sales commissions paid by the Seller and/or LSG and its subsidiaries and Affiliates to independent sales representatives but shall not be reduced for any royalties or other amounts due or payable in respect of such products sold.

          (c) Subject to Section 3.3(e) and Section 7.8(d) , within thirty (30) days of receipt by Purchaser of its audited financial statements for the year ended December 31, 2009 (such date, the “ Earn-Out Payment Date ”), Purchaser shall: (1) deliver to the Seller a reasonably detailed calculation of the Earn-Out Payment (the “ Calculation ”); (2) deliver to the Seller a signed report from the then-retained independent accounting firm of LSG, prepared in accordance with customary accounting attestation standards, that provides that such firm has audited the revenue and sales commissions components of the Calculation; and (3) pay an amount equal to the Earn-Out Payment to the Seller pursuant to the wire transfer instructions contemplated by Section 3.2 above.

          (d) If within twenty (20) days following the delivery of the Calculation, the Seller gives written notice to Purchaser of its objection to the Calculation (a “ Dispute Notice ”), then the Seller may hire an outside accountant, at its sole cost and expense (subject to the penultimate sentence of this Section 3.3(d) ), to validate the Calculation in which case Purchaser shall provide reasonable access to its books and records for such purpose. The Seller shall, and shall cause its accountants and representatives to, keep all nonpublic information provided or obtained pursuant to this Section 3.3(d) strictly confidential and ensure that such information is not disclosed to any third parties. If within thirty (30) days after delivery of the Dispute Notice, the Seller’s accountant delivers a report to Purchaser indicating that the earn-out amount reflected in the Calculation is less than the amount supported by the report of the Seller’s accountant and stating in reasonable detail the disputed amounts, then the parties agree to instruct their respective accountants to attempt to resolve the disputed items or amounts contained in the Calculation. The parties’ respective accountants shall have thirty (30) days to attempt to resolve the disputed items (the “ Resolution Period ”). If the parties’ respective accountants both sign a report (the “ Negotiated Calculation ”) establishing that the earn-out amount reflected in the Calculation is less than the earn-out amount supported by the Negotiated Calculation, then within thirty (30) days after receipt of the Negotiated Calculation, Purchaser shall pay (in accordance with Section 3.3(c) ) the Seller an amount equal to the earn-out amount supported by the Negotiated Calculation minus the earn-out amount reflected in the Calculation, and subject to the penultimate sentence of this Section 3.3(d) , minus any of Purchaser’s reasonable fees and expenses relating to the resolution of the disputed Calculation. The

Negotiated Calculation shall be final, conclusive, non-appealable and binding for all purposes hereunder. If at the conclusion of the Resolution Period, the Seller’s accountant and Purchaser’s accountant have not delivered the Negotiated Calculation and the Seller continues to have a dispute with respect to the Calculation, then the disputed items or amounts shall be submitted to a mutually acceptable independent accounting firm (the “ Neutral Auditor ”) for resolution. The Neutral Auditor shall determine only the disputed items or amounts contained in the Calculation, and the Neutral Auditor’s determination shall be based upon and consistent with the terms and conditions of this Agreement. The determination by the Neutral Auditor shall be based solely on presentations with respect to such disputed items or amounts by the Seller and Purchaser to the Neutral Auditor and not on the Neutral Auditor’s independent review. Each of the Seller and Purchaser shall use their commercially reasonable efforts to make their presentation as promptly as practicable following submission to the Neutral Auditor of the disputed items, and each such party shall be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Neutral Auditor. The Neutral Auditor’s determination: (i) shall be made within thirty (30) days after its engagement (which engagement shall be made no later than ten (10) Business Days after the end of the Resolution Period), or as soon thereafter as possible; (ii) shall be set forth in a written report delivered to the Seller and Purchaser (the “ Neutral Calculation ”) and (iii) shall be final, conclusive, non-appealable and binding for all purposes hereunder. If the Neutral Calculation indicates that the earn-out amount reflected in the Calculation is less than the earn-out amount supported by the Neutral Calculation, then within thirty (30) days after receipt of the Neutral Auditor’s report, Purchaser shall pay (in accordance with Section 3.3(c) ) the Seller an amount equal to the earn-out amount supported by the Neutral Calculation minus the earn-out amount reflected in the Calculation, and subject to the penultimate sentence of this Section 3.3(d) , minus any of Purchaser’s reasonable fees and expenses relating to the resolution of the disputed Calculation. The Seller shall pay all fees and expenses of Purchaser relating to the dispute of the Calculation pursuant to this Section 3.3(d) ; provided , that if it is ultimately determined that Purchaser’s Calculation was more than $500,000 less than the earn-out payment supported by the Negotiated Calculation or the Neutral Calculation, as applicable, then Purchaser shall pay all of its own fees and expenses and all of the fees and expenses of the Seller relating to such dispute.

          (e) On the Earn-Out Payment Date, Purchaser shall have the right to withhold or otherwise offset any amounts due to Purchaser, or reasonably estimated by Purchaser to be due to Purchaser, pursuant to Article IX of this Agreement against the Earn-Out Payment; provided , that, prior to the termination of the General Survival Period or the Earn-Out Payment Date, as applicable (depending on the nature of the underlying claim or dispute), Purchaser shall have given notice (stating in reasonable detail (to the extent available) the basis of the claim for indemnification) to the Seller in accordance with Section 9.3(a) . Upon the final resolution of any dispute or claim for which an estimated amount was withheld pursuant to this Section 3.3(e) , the amount due to the Seller in respect of the Earn-Out Payment, if any, after taking into account the resolution of such dispute or claim, shall be promptly paid to the Seller.

     3.4 Tax Treatment . Purchaser and the Seller agree to treat the transactions under this Agreement as a taxable sale by the Seller of the Purchased Assets in exchange for the Total Consideration under section 1001 of the Code.

     3.5 Closing . The consummation of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (the “ Closing ”) shall take place at the offices of Haynes and Boone, LLP located at 901 Main Street, Suite 3100, Dallas, Texas 75202 (or at such other place as the parties may designate in writing) at 10:00 a.m. (Dallas time) on the date hereof (the “ Closing Date ”).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

          The Seller hereby represents and warrants to Purchaser as set forth in this Article IV , except as otherwise set forth in the Disclosure Schedules attached hereto. Any information disclosed in a section of the Disclosure Schedules shall, should it be reasonably apparent on its face that such information applies to another section of the Disclosure Schedules, be deemed to be disclosed with respect to such other section of the