ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

DATED AS OF OCTOBER 30, 2008

BY AND AMONG

MSC PRE FINISH METALS (MV) INC.,

MATERIAL SCIENCES CORPORATION,

BRIGHTSMITH, LLC,

THEODORUS A. BUS

AND

JAMES P. BUS

TABLE OF CONTENTS

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INDEX OF DEFINED TERMS

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Exhibits

Exhibit A – Seller Note

Exhibit B – Open-End Mortgage, Security Agreement and Fixture Filing

Exhibit C – Guaranty

Exhibit D – Security Agreement

Schedules

Schedule 3.3 – Required Consents and Approvals

Schedule 3.4 – Violations

Schedule 3.7 – Litigation; Compliance with Laws

Schedule 3.8 – Licenses and Permits

Schedule 3.11(a) – Labor and Employment Matters

Schedule 3.11(b) – Terminations

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this " Agreement "), dated as of October 30, 2008, is by and among MSC Pre Finish Metals (MV) Inc., a Delaware corporation (" Seller "); Material Sciences Corporation, a Delaware corporation (" MSC "); Brightsmith, LLC, a Delaware limited liability company (the " Buyer "); Theodorus A. Bus and James P. Bus (together, the " Buyer Principals ").

RECITALS

A. Seller owns and operates a coil coating facility located in Morrisville, Pennsylvania (the " Morrisville Facility ").

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all plant and equipment and selected inventory and supplies at the Morrisville Facility, other than the Excluded Assets, on the terms and conditions set forth herein.

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

Section 1.1. Purchased Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase and assume from Seller, all of Seller’s right, title and interest in and to all plant and equipment of the Morrisville Facility, other than the Excluded Assets (collectively, the " Purchased Assets "), including:

(a) Tangible Personal Property . All rights, title and interest in the equipment constituting the coil paint line, the slitter, material handling equipment, the roll grinder and related office furniture and equipment, tooling, racking and all other tangible personal property located at the Morrisville Facility (collectively, the " Equipment ");

(b) Licenses, Permits and Approvals . All rights of Seller in and to any Permits relating to the Morrisville Facility, to the extent assignable;

(c) Records . All operating data and records (excluding financial and customer or product-specific data and records) necessary for the operation and maintenance of the Equipment or for environmental reporting, all construction plans, all blue prints and all operating manuals (collectively, the " Records ");

(d) Information Technology and Communication Hardware . All information technology and communication hardware, including office computers and telephones, wiring and other tangibles, but only to the extent physically integrated into the Morrisville Facility; and

(e) Print Rolls . All print rolls.

Section 1.2. Inventory and Supplies .

(a) Buyer may also purchase such portion of the inventory and supplies located at the Morrisville Facility as selected by Buyer. On the Closing Date, representatives of Buyer and Seller shall take a physical inventory (the " Closing Date Physical Inventory ") of all of the inventory and supplies located at the Morrisville Facility. Buyer shall keep the inventory and supplies located at the Morrisville Facility on the Closing Date physically separate from any inventory or supplies acquired by Buyer after the Closing Date until the date that is 91 days after the Closing Date. On the date that is 90 days after the Closing Date, representatives of Buyer and Seller shall again take a physical inventory (the " Second Physical Inventory ") of all of the inventory and supplies located at the Morrisville Facility. Upon completion of the Second Physical Inventory, Buyer shall notify Seller in writing of the inventory and supplies Buyer has selected for purchase, if any (the " Selected Inventory and Supplies "). In addition, inventory and supplies that were present at the Closing Date Physical Inventory and not present at the Second Physical Inventory (the " Used Inventory and Supplies ") shall be deemed to have been selected by Buyer for purchase hereunder. The Selected Inventory and Supplies and the Used Inventory and Supplies shall collectively be referred to as the " Purchased Inventory and Supplies. "

(b) The purchase price for the Purchased Inventory and Supplies (the " Purchased Inventory Price ") shall be the aggregate of the lower of cost or market value for each item, as reflected on MSC’s records as of September 1, 2008. Buyer may test inventory samples to confirm that the value reflected on MSC’s records as of September 1, 2008 is equal to the lower of cost or market value for such item. Within five Business Days of the completion of the Second Physical Inventory, Seller shall advise Buyer in writing of the Purchased Inventory Price (the " Purchased Inventory Price Notice "). Within 10 Business Days of Seller’s delivery of the Purchased Inventory Price Notice, Buyer may deliver written notice (the " Protest Notice ") to Seller of any objection thereto, specifying any contested items and the basis therefor. The failure of Buyer to deliver such Protest Notice within the prescribed time period will constitute Buyer’s acceptance of the Purchased Inventory Price as determined by Seller.

(c) If Buyer and Seller are unable to resolve any disagreement with respect to the Purchased Inventory Price within 10 Business Days following Seller’s receipt of the Protest Notice, then the items in dispute (and solely such items) will be referred to the Grant Thornton LLP ( the " Accountants " ) for final determination within 45 calendar days. Buyer and Seller shall provide to the Accountants a copy of the Purchased Inventory Notice delivered by Seller to Buyer and a copy of the Protest Notice provided by Buyer to Seller. Any determination by the Accountants, with respect to any disputed item, shall not be outside the range defined by the respective amounts in the Purchased Inventory Price Notice proposed by Seller and Buyer’s proposed adjustments thereto, and such determination shall be final, binding and non-appealable upon the parties. Each of Buyer on the one hand, and Seller, on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion of the dollar value of the unresolved disputed issues determined in favor of the other party, as determined by the Accountants.

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Section 1.3. Excluded Assets . Notwithstanding anything to the contrary herein, Seller shall not convey, assign or transfer to Buyer the Excluded Assets, and Buyer shall not acquire any Excluded Assets. " Excluded Assets " shall mean the following assets of Seller:

(a) Cash . All cash and cash equivalents, including without limitation, checking accounts and marketable securities of Seller;

(b) Company Records . All corporate records and minute books of Seller;

(c) Accounts Receivable . All accounts receivable, notes or other evidences of indebtedness of any Person held by Seller;

(d) Proprietary Rights . All Intellectual Property of Seller and all goodwill associated therewith, including without limitation all rights and licenses to Seller’s enterprise resource planning (ERP) system;

(e) IBM AS400 . The IBM AS400 computer located in Elk Grove Village, Illinois, which is used to operate Seller’s enterprise resource planning (ERP) system;

(f) Customer Information . All customer information, sales representative information, accounting records, and all other files, programs, plans, data and related information, in whatever form, except for the Records;

(g) Books and Records . All books and records relating to the operation of the Morrisville Facility, including all records, files, papers, sales and purchase correspondence, accounting records, financial records, and the employment records of any employees of Seller, except for the Records;

(h) Employee Benefit Plans . All assets of or relating to any employee benefit plans;

(i) Excluded Inventory and Supplies . Inventory and supplies other than the Purchased Inventory and Supplies; and

(j) Real Estate . The real property on which the Morrisville Facility is located, which is being transferred pursuant to a Real Estate Purchase Agreement dated as of the date hereof among Seller, MSC, K. Matkem of Morrisville, LP and the Buyer Principals (the " Real Estate Purchase Agreement ").

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Section 1.4. Assumed Liabilities . Buyer shall at the Closing assume, agree to pay, perform and discharge all liabilities and obligations for accrued but unused vacation, personal or sick time to which any Transferred Employee is entitled pursuant to the vacation, personal or sick policies applicable to such Transferred Employee immediately prior to the Closing Date (the " Assumed PTO Liability ").

Section 1.5. Excluded Liabilities . Except for the Assumed PTO Liability and as provided in Section 8.5 , Buyer will not pursuant to this Agreement assume, agree to pay, perform or discharge, or in any way be responsible for, any debts (including interest and/or penalties thereon), liabilities or obligations of Seller of any kind or nature whatsoever.

Section 1.6. Liens and Encumbrances . At the Closing, Seller shall sell, transfer, assign and deliver to Buyer the Purchased Assets free and clear of all liens, mortgages, charges, security interests, pledges and other encumbrances or adverse claims or interests of any nature (" Liens ") other than Permitted Liens.

ARTICLE 2

CONSIDERATION AND MANNER OF PAYMENT

Section 2.1. Purchase Price . The aggregate cash consideration for the Purchased Assets shall be (a) $4,500,000 (the " Base Purchase Price "), plus (b) the Purchased Inventory Price, if any, minus (c) the amount of the Assumed PTO Liability. The Purchase Price shall be paid as set forth in this Article 2 .

Section 2.2. Payment of Purchase Price . Upon signing this Agreement, Buyer shall deliver to Wells Fargo Bank, National Association (the " Escrow Agent "), by wire transfer of immediately available funds, an amount equal to $400,000 (the " Down Payment "), to be held pursuant to the terms of an escrow agreement (the " Escrow Agreement ") among Buyer, Seller and the Escrow Agent, dated as of the date hereof. For avoidance of doubt, the Down Payment is in addition to the Down Payment to be paid pursuant to the Real Estate Purchase Agreement, but the Escrow Agreement shall be the same Escrow Agreement referred to in the Real Estate Purchase Agreement. Subject to Section 7.3 (Treatment of Down Payment) if this Agreement is terminated, at the Closing, (a) the Escrow Agent shall pay to Seller the amount (the " Closing Cash Amount ") equal to the difference between $5,000,000 and the purchase price paid to Seller by the Escrow Agent pursuant to the Real Estate Purchase Agreement, and (b) Buyer shall deliver to Seller a promissory note (the " Seller Note ") in the form attached hereto as Exhibit A in the original principal amount equal to the difference between the Purchase Price and the Closing Cash Amount.

Section 2.3. Section 1031 Treatment and Purchase Price Allocation . Buyer recognizes and understands that this transaction may be part of a contemplated "like kind" exchange for Seller, at Seller’s sole cost and expense, under Section 1031 of the Code (the " Agreed Tax Treatment "). As such, Buyer agrees to cooperate with Seller in effectuating the Agreed Tax Treatment, which cooperation may include the execution of documents, and the taking of other reasonable action, as is reasonably necessary, in the opinion of Seller, to accomplish the Agreed Tax Treatment; provided, however that Buyer shall not be required to assume any additional third-party expense or liability in connection with, or as a part of its cooperation with, the Agreed Tax Treatment, nor shall Buyer be required to extend the Closing for purposes of accommodating the Agreed Tax Treatment.

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Neither party shall take any position inconsistent with the Agreed Tax Treatment, and the parties shall file all Tax returns and reports (including IRS Form 8824 if required) with respect to the transaction contemplated hereby, and each party shall promptly give to the other written notice of any disallowance of or challenge to such reporting by any taxing governmental authority.

Subject to the Agreed Tax Treatment, Buyer and Seller and each of their respective Affiliates shall take all actions and properly and timely file all Tax Returns (including, but not limited to IRS Form 8594 (Asset Acquisition Statement)) consistent with the allocation as finally determined. For this purpose, the Base Purchase Price and the Purchased Inventory Price (and any other item of consideration for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended, including any adjustment thereto) shall be allocated among the Classes (as used and defined in IRS Form 8594, the instructions thereto, and Treasury Regulation Section 1.338-6) of the Purchased Assets as follows:

The allocation of the Purchase Price shall in no way limit the equitable or legal relief to which any party thereto may be entitled in the event of any breach of any representation, warranty or covenant contained in this Agreement.

Section 2.4. Risk of Loss . If, prior to the Closing, all or a material portion of the Equipment is damaged by fire or other casualty, Seller shall promptly give Buyer written notice of such damage.

(a) If such damage is not Major Damage (as hereinafter defined), then Buyer shall have the right at Closing to receive a credit against the Base Purchase Price in the amount of the deductible portion of Seller’s insurance (or such lesser amount as is equal to the estimated cost of repair) plus all insurance proceeds received by Seller as a result of such loss, and an assignment of Seller’s rights to such insurance proceeds. This Agreement shall continue in full force and effect with no further reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Equipment.

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(b) If such damage occurs prior to Closing and the cost to repair such damage exceeds $3,000,000 or would materially interfere with the operation of the Equipment (" Major Damage "), then Seller may, at its election, (i) repair such damage and restore the Equipment to a condition that would permit the operation of the Equipment in substantially the same manner as it operated prior to the damage, and the Closing shall be postponed until such repairs have been completed or (ii) terminate the Agreement in accordance with Section 7.1(e) . Seller shall provide written notice to Buyer of its election pursuant to this Section 2.4(b) within 30 days of the date on which Seller becomes aware that Major Damage has occurred (the " Occurrence Date "). If Seller elects to repair such damage, but the Equipment has not been (or the Buyer and Seller agree that it cannot be) restored on or before the date that is six months after the Occurrence Date to a condition that would permit the operation of the Equipment in substantially the same manner as it operated prior to the damage, the Buyer may, at its election, terminate this Agreement in accordance with Section 7.1(f) .

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that:

Section 3.1. Organization; Good Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Seller is duly qualified or otherwise authorized as a foreign entity to transact business in Pennsylvania and in each other jurisdiction in which the nature of its business or the location of the Purchased Assets requires it to so qualify.

Section 3.2. Authorization . Seller has all requisite corporate authority to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Seller is a party, the performance of its obligations hereunder and thereunder and the consummation by it of the Transactions have been duly authorized by all requisite action in accordance with applicable Law, and no other proceeding on the part of Seller is necessary. This Agreement and the Transaction Documents to which Seller is a party have been duly executed and delivered by Seller and constitute the legal, valid and binding obligation of Seller enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

Section 3.3. Consents and Approvals . Except as set forth in Schedule 3.3 , no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any multi-national, national, state, provincial, local, governmental, judicial, public, quasi-public, administrative or self-regulatory authority, agency, commission, board, organization or instrumentality (collectively,

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" Governmental Authority ") or other Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by Seller of this Agreement and the Transaction Documents, or the consummation of the Transactions.

Section 3.4. No Violation . The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party and the consummation by Seller of the Transactions do not and will not:

(a) conflict with or result in a violation of any provisions of the Certificate of Incorporation or By-Laws of Seller;

(b) except as set forth on Schedule 3.4 , result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under any mortgage, note, bond, indenture, contract, agreement, license or other instrument or obligation of any kind or nature, in any case whether written or oral, by which the Purchased Assets will be adversely affected or which would have an adverse effect on Seller’s ability to perform its obligations under this Agreement;

(c) violate or conflict with any law, federal, state or local, order, permit, writ, injunction, judgment, rule, regulation, statute, principle, ordinance, treaty, constitution, directive, code, order, decree or other decision of any court, administrative agency, or Governmental Authority (collectively, " Laws "); or

(d) result in the creation or imposition of any Lien upon any Purchased Asset.

Section 3.5. Brokers or Finders . Neither Seller nor any Affiliate of Seller has retained any broker or finder, or made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the Transactions.

Section 3.6. Title to Purchased Assets . Seller is the owner of, and has good and marketable title to all of the Purchased Assets, free and clear of any and all Liens other than Permitted Liens. Upon Seller’s transfer of the Purchased Assets to Buyer pursuant to this Agreement, Buyer will have good and marketable title to the Purchased Assets free and clear of all liens and encumbrances, except for Permitted Liens.

Section 3.7. No Litigation; Compliance with Laws .

(a) Except as set forth on Schedule 3.7 , there are no judgments against Seller, and there is no litigation or actions, suits, proceedings, or investigations, either judicial or administrative, pending, or to Seller’s Knowledge, threatened in writing against or relating to or materially or adversely affecting the Purchased Assets or Seller’s ability to consummate the Transactions.

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(b) Except as set forth on Schedule 3.7 , during the five years prior to Closing, Seller has not received any written notice of any material violation of any Laws, ordinances, orders, rules, regulations, requirements, codes, covenants or restrictions, including without limitation as to use, zoning, occupancy, construction, administration, health or safety, affecting the use of the Equipment which remains uncorrected.

Section 3.8. Licenses and Permits . Seller and/or one of its Affiliates holds all Permits for the Morrisville Facility, all of which are identified on Schedule 3.8 , and complete and correct copies of which have previously been furnished to Buyer. Except as set forth on Schedule 3.8, Seller and/or its Affiliates are in compliance with such Permits, all of which are in full force and effect, and Seller and its Affiliates have not received any notices (written or oral) to the contrary.

Section 3.9. Taxes . All Taxes due and payable by Seller have been timely paid in full. Seller has timely filed all federal, state, county, local and foreign Tax Returns that it is required to have filed, and such returns are complete and correct in all material respects. There are no Liens on any of the Purchased Assets that arose in connection with any failure (or alleged failure) to pay any Tax, other than Permitted Liens.

Section 3.10. Insurance . Seller has maintained and will maintain through the Closing Date insurance coverage for the Purchased Assets in an amount not less than $5,000,000.

Section 3.11. Labor and Employment Matters . Set forth on Schedule 3.11(a) is a true and complete list of all employees of the Seller at the Morrisville Facility as of August 14, 2008 (the " Current Employees "), setting forth which such employees are represented by a union and which such employees are not represented by a union. Also set forth on Schedule 3.11(a) with respect to the Current Employees are their respective positions, rates of pay, most recent bonus paid, payroll schedule (current or in arrears) and dates of hire. For each Current Employee on a leave of absence, Schedule 3.11(a) indicates the nature of the leave of absence and (to the extent known) the employee’s anticipated date of return to active employment. With respect to the Current Employees, Seller is in substantial compliance with all Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice. Schedule 3.11(b) identifies each of Seller’s employees terminated within the 90 days preceding August 14, 2008 and the date of each such employee’s termination.

Section 3.12. Disclaimer of Other Representations and Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3 , THE PURCHASED ASSETS ARE BEING SOLD BY SELLER TO BUYER ON AN "AS-IS, WHERE-IS" BASIS. THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO SHALL NOT BE DEEMED TO CONSTITUTE A REPRESENTATION OR WARRANTY OR AN ACKNOWLEDGEMENT THAT ANY SUCH MATTER IS REQUIRED TO BE DISCLOSED. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR EQUITY, REGARDING THE PURCHASED ASSETS OR THE CONDITION OF THE PURCHASED ASSETS. BUYER ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS AND WARRANTIES PERTAINING TO ENVIRONMENTAL, HEALTH OR SAFETY MATTERS OR CONDITIONS, INCLUDING WITHOUT LIMITATION THOSE ARISING UNDER CERCLA OR ANY OTHER ENVIRONMENTAL LAWS, OR ANY OTHER ENVIRONMENTAL MATTERS (" ENVIRONMENTAL MATTERS ").

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that:

Section 4.1. Buyer’s Organization . Buyer is a limited liability company duly organized and validly existing under the laws of the State of Delaware. Buyer has the power and authority to own all of its properties and assets and to conduct its business, except where the failure to have such power would not have a material adverse effect on its ability to consummate the Transactions.

Section 4.2. Authorization . The execution and delivery of this Agreement and the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Transactions have been duly authorized by all requisite corporate action in accordance with applicable Law, and no other act or proceeding on the part of Buyer is necessary. Buyer has all requisite power and authority to enter into, execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and the Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer and constitute the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms.

Section 4.3. Consents and Approvals . No consent, approval or authorization of, or declaration, filing or registration with, or notice to, any Governmental Authority or other Person is required to be made or obtained by Buyer in connection with Buyer’s authorization, execution and delivery of this Agreement or the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the Transactions.

Section 4.4. No Violation . The execution, delivery and performance by Buyer and the Buyer Principals of this Agreement and the Transaction Documents to which any of them is a party and the consummation of the Transactions do not and will not:

(a) result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time of both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any mortgage, note, bond, indenture, contract, agreement, license or other instrument or obligation of any kind or nature by which Buyer, or the Buyer Principals may be bound or affected which would have an adverse effect on Buyer’s, or the Buyer Principals’ ability to perform its obligations under this Agreement or the Transaction Documents;

(b) violate any Laws; or

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(c) violate any provision of the certificate of incorporation or bylaws of Buyer.

Section 4.5. No Brokers or Finders . Neither Buyer nor any Affiliate thereof has retained any broker or finder, made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the Transactions.

Section 4.6. Financing . The Buyer Principals have furnished Seller with their balance sheets and income statements as of and for the annual periods ending December 31, 2006 and December 31, 2007, which fairly present their assets and liabilities as of the date thereof. Since December 31, 2007, the Buyer Principals have not suffered a material adverse effect on their financial position.

ARTICLE 5

COVENANTS OF THE PARTIES

Section 5.1. Further Assurances . Each of the parties hereto agrees that subsequent to the Closing, upon the reasonable request of any other party hereto from time to time, it shall execute and deliver, or cause to be executed and delivered, such further reasonable instruments and take such other commercially reasonable actions as may be necessary to carry out the Transactions or to vest, perfect or confirm ownership of the Purchased Assets in Buyer.

Section 5.2. Permits . Promptly following the date hereof and for a period of 12 months following the Closing, Seller will use commercially reasonable efforts to have all Permits transferred or otherwise issued to Buyer; it being understood that, in any event, Seller and its Affiliates shall not be obligated to commence any litigation or to offer or grant any accommodation (financial or otherwise) to any Person or to incur any other obligation or liability therefor.

Section 5.3. Conduct of Morrisville Facility Pending Closing . Except (i) as required by applicable Laws or (ii) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), from and after the date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, Seller shall not:

(a) sell, transfer, lease, license, pledge or encumber any of the Purchased Assets, except in the ordinary course of business;

(b) enter into an agreement to do any of the foregoing, or to authorize, recommend or announce an intention to do any of the foregoing; or

(c) intentionally take any other action or omit to take any other action that would cause the representations contained in Article 3 to be untrue, as of the Closing, with respect to the period from the date of this Agreement through the Closing Date.

Section 5.4. Consummation of Transaction . Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist

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and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Transactions in accordance with the terms of this Agreement, including (i) the obtaining of all necessary approvals under any applicable Laws required in connection with this Agreement and the Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from third parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions in accordance with the terms of this Agreement and fully to carry out the purposes of this Agreement; provided , however , that reasonable best efforts of Seller shall not require Seller to expend any funds to obtain such waivers, consents, approvals, authorizations or the like from third parties, other than immaterial amounts for legal fees associated with obtaining the same. Without limiting the foregoing, at the Closing, Buyer shall sign all the Loan Documents and cause all of the parties thereto (other than Seller) (a) to sign all the Loan Documents, (b) to deliver the original stock, partnership interest and membership interest certificates and (c) to obtain all third-party consents necessary to effect the transactions contemplated by the Loan Documents, including without limitation the Pledge Agreement included therein.

Section 5.5. Public Announcements . Prior to or at the Closing, any announcement related to the Transactions shall be approved and agreed upon by Buyer and Seller, but neither Buyer nor Seller shall unreasonably withhold, delay or condition approval thereof. Thereafter, Buyer, on the one hand, and Seller, on the other hand, shall, to the extent feasible, consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law. Buyer acknowledges that Seller must make press releases and filings as required by Law and that Seller must inform its customers of the Transactions in order to facilitate an orderly transition of the business, and Buyer will cooperate with Seller with respect to these obligations.

Section 5.6. Commonwealth of Pennsylvania Department of Revenue Bulk Sales Clearance . As promptly as is practical following the Closing Date, Seller shall apply to the Pennsylvania Department of Revenue (" PA DOR ") upon PA DOR Form REV-181 (or such successor form as is then prescribed by PA DOR) to obtain, with respect to the sale of the Purchased Assets from Seller to Buyer pursuant to this Agreement, a Tax Clearance Certificate (the " Clearance Certificate ") pursuant to Section 1403 of the Pennsylvania Fiscal Code, 72 P.S. Sec. 1403 and Section 321.1 of the Pennsylvania Tax Reform Code, 72 P.S. Sec. 7321.1 (collectively, the " Bulk Sales Statutes "). Seller shall thereafter diligently prosecute the application for the Clearance Certificate to successful conclusion and the issuance of the Clearance Certificate (including the payment of all Taxes required to obtain the issuance of the Clearance Certificate) and shall deliver a copy of the Clearance Certificate to Buyer within 10 business days of S