ASSET PURCHASE AGREEMENT

EXHIBIT 2.1
Final: 12/22/08

ASSET PURCHASE AGREEMENT

By and Between

PENSAR ELECTRONIC SOLUTIONS, LLC,

all Members of Pensar Electronic Solutions, LLC

and

LABARGE ACQUISITION COMPANY, INC.

dated as of December 22, 2008

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into effective as of December 22, 2008 by and between PENSAR ELECTRONIC SOLUTIONS, LLC, a Wisconsin limited liability company (“ Seller ”), all members of Seller (each, a “ Member ” and collectively, the “ Members ”), and LABARGE ACQUISITION COMPANY, INC., a Missouri corporation (“ Buyer ”).

RECITALS

     A. Seller is engaged in the business of designing, engineering, manufacturing and selling a broad array of complex, fully-finished and tested printed circuit boards and other electrical and electro-mechanical assemblies (including prototypes) for original equipment manufacturers in various markets of the electronic manufacturing services industry, including medical devices, industrial products and transportation products, as more fully described in that certain Confidential Descriptive Memorandum, dated July 2008, prepared by William Blair & Company, L.L.C. (such business being referred to herein as the “ Business ”).

     B. Subject to the terms and conditions of this Agreement, (1) Seller desires to sell to Buyer, and Buyer desires to purchase and acquire from Seller and its Affiliates, the Purchased Assets and the Business (as defined below), and (2) Buyer agrees to assume, and Seller has agreed to assign, Seller’s rights and obligations under the Assumed Liabilities (as defined below).

AGREEMENTS

     In consideration of the recitals and the mutual agreements which follow, the parties agree as follows:

     1.  Defined Terms; Construction .

          1.01 Defined Terms . The following terms used in this Agreement shall have the meanings set forth below:

               “ Accounting Firm ” has the meaning given in Section 6.02(b) below.

               “ Affiliates ” means (a) with respect to a particular individual: (i) each other member of such individual’s Family; (ii) any person that is directly or indirectly controlled by any one or more members of such individual’s Family; and (iii) any person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); and (b) with respect to an entity: (i) any person or entity that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified entity; (ii) each person that serves as a director, officer, partner, executor or trustee of such specified entity (or in a similar capacity); and (iii) any person or entity with respect to which such specified entity serves

as a general partner or a trustee (or in a similar capacity). For purposes of this definition, the “ Family ” of an individual includes (i) the individual, (ii) the individual’s spouse and children, and (iii) any other natural person who is related by blood to the individual and/or who resides with such individual. For the avoidance of doubt, the Members shall be deemed Affiliates of Seller.

               “ Agreement ” has the meaning given in the Preamble above.

               “ Applicable Rate ” means the lowest applicable federal short-term interest rate in effect as of the Closing Date, as published by the United States Internal Revenue Service.

               “ Arbitration Panel ” has the meaning given in Section 15.04 below.

               “ Assigned Benefit Plans ” has the meaning given in Section 2.01(o).

               “ Assignment and Assumption Agreement ” has the meaning given in Section 9.01(b) below.

               “ Assignment of Trademarks ” has the meaning given in Section 9.01(l) below.

               “ Assumed Liabilities ” has the meaning given in Section 4.01 below.

               “ Basket ” has the meaning given in Section 14.02(b) below.

               “ Bond Escrow Agent ” means JPMorgan Chase Bank, National Association, who shall administer the Bond Escrow Fund pursuant to the Bond Escrow Agreement.

               “ Bond Escrow Agreement ” means the escrow agreement dated as of the Closing Date by and among the Bond Escrow Agent and Seller as set forth on Exhibit A , pursuant to which the Bond Escrow Fund shall be held and distributed.

               “ Bond Escrow Fund ” means a sum of money equal to (i) the principal amount of all outstanding Industrial Bonds as the Closing Date, plus (ii) all accrued and unpaid interest thereon as of the Closing Date, plus (iii) 45 days worth of interest on all outstanding Industrial Bonds as of the Closing Date, measured from the first day after the Closing Date, all of which shall be administered pursuant to the Bond Escrow Agreement, which as of December 22, 2008 is $3,030,273.23.

               “ Business ” has the meaning given in the Recitals above.

               “ Business Day ” means any day other than a Saturday or Sunday or any other day on which the Federal courts situated in the State of Wisconsin are authorized or required by Legal Requirement to close.

               “ Buyer ” has the meaning given in the Preamble above.

               “ Buyer Indemnified Parties ” has the meaning given in Section 14.01 below.

               “ Buyer’s Damages ” has the meaning given in Section 14.01 below.

               “ Cash ” shall mean all cash and cash equivalent items of Seller (but specifically excluding any cash or cash equivalents held by Seller in trust or any other fiduciary capacity), including checking account balances, bank account balances and certificates of deposit, net of any outstanding checks and similar obligations of Seller, each as determined in accordance with GAAP and consistently applied by Seller.

               “ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., as amended, as in effect on the date of this Agreement and, as of Closing, as in effect on the Closing Date.

               “ Closing ” has the meaning given in Section 8 below.

               “ Closing Date ” has the meaning given in Section 8 below.

               “ Closing Indebtedness ” means Indebtedness on the Closing Date.

               “ Closing Payment ” has the meaning given in Section 5.02 below.

               “ Closing Statement ” shall have the meaning given in Section 6.01(a) below.

               “ Closing Working Capital ” shall mean Working Capital on the Closing Date.

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

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

               “ Contracts ” means all contracts of Seller or its Affiliates relating to the Business, including without limitation: (a) contracts, agreements, leases, and intellectual property licenses Business; (b) all sales orders and purchase orders relating to the sale of products to customers of the Business; (c) that portion of any unfilled purchase orders, unfilled purchase contracts, quotations or bids for raw materials and supplies ordered for the Business; and (d) all other license agreements, distribution agreements, sales representative agreements, service agreements, supply agreements, technical service agreements and other agreements or undertakings (whether written or oral) to which Seller or its Affiliates is a party; provided, however , that notwithstanding the foregoing, “ Contracts ” specifically excludes, at Buyer’s option, any contract, lease, license, purchase order, quotation/bid or other agreement, in whatever form, that is not materially

beneficial to the Business on a net basis as of the Closing Date, if the same has not been fully identified in the Disclosure Schedules.

               “ Deed ” has the meaning given in Section 12.07 below.

               “ Deficit ” has the meaning given in Section 6.01(b) below.

               “ Disclosure Schedule ” has the meaning given in Section 10 below.

               “ Dispute ” has the meaning given in Section 15.01 below.

               “ Dispute Notice ” means a notice delivered by Buyer in which Buyer (a) disputes the calculation of specific line items included in the Closing Statement or the calculation of Closing Working Capital and (b) provides the basis of such dispute in reasonable detail.

               “ Dollars ” or “ $ ” shall mean United States Dollars.

               “ Domain Name Assignment ” has the meaning given in Section 9.01(m) below.

               “ Domain Names ” means all intranet and internet domain names (including all associated email server identifiers) used by the Business, including without limitation www.pensar.com.

               “ Earnout Amount ” has the meaning given in Section 7.01 below.

               “ EBITDA ” has the meaning given in Section 7.03 below.

               “ EBITDA Statement ” has the meaning given in Section 7.02(a) below.

               “ Employees ” has the meaning given in Section 12.06(a) below.

               “ Employment Agreements ” has the meaning given in Section 9.01(j) below.

               “ Encumbrance ” means any mortgage, security interest, title retention agreement, option to purchase, right of first refusal, lien, easement, restriction, claim and other encumbrance, whether arising by agreement, Uniform Commercial Code or other filing, operation of law or otherwise.

               “ Environment ” means surface water, groundwater, soil, subsurface strata and ambient air.

               “ Environmental and Safety Law ” means any Legal Requirement in effect as of the Closing Date, relating to (a) Releases or threatened Releases of Hazardous Substances into the Environment, (b) pollution or protection of the Environment, (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous

Substances, other than relating to useful products or materials manufactured, distributed or sold by Seller or (d) public or worker health and safety.

               “ Environmental Permits ” means Permits relating to the Environment which are required under, or are issued by, a Governmental Authority pursuant to Environmental and Safety Laws.

               “ Equity Interests ” means (a) any capital stock, share, partnership or membership interest, unit of participation, equity or equity-linked securities, convertible debt securities or other similar interest (however designated) in any person and (b) any option, warrant, purchase right, conversion right, exchange rights, subscription, preemptive right or other agreements or commitments providing for the issuance, disposition or acquisition of any securities of any kind or other contractual obligation which would entitle any person to acquire any interest described in clause (a) of this definition in such person or otherwise entitle any person to share in the equity, profit, earnings, losses or gains of such person (including stock appreciation, phantom stock, profit participation or other similar rights).

               “ ERISA ” has the meaning given in Section 10.15(a) below.

               “ Escrow Agent ” means U.S. Bank National Association, who shall administer the Indemnification Escrow Portion and the Purchase Price Adjustment Escrow Portion of the Escrow Fund pursuant to the Escrow Agreement.

               “ Escrow Agreement ” means the escrow agreement dated as of the Closing Date by and among the Escrow Agent, Buyer and Seller as set forth on Exhibit B pursuant to which the Escrow Fund shall be held and distributed.

               “ Escrow Fund ” means a total of $5,000,000, consisting of the “Indemnification Escrow Portion” (in the amount of $4,500,000) and the “Purchase Price Adjustment Escrow Portion” (in the amount of $500,000), each of which shall be administered pursuant to the Escrow Agreement.

               “ Estimated Closing Working Capital ” means the estimated Working Capital of Seller as of the Closing Date mutually agreed upon by the parties and set forth on the attached Schedule 1 , as calculated using the accounts mutually agreed upon by the parties set forth in such Schedule 1.

               “ Estimated Indebtedness ” means the estimated Indebtedness of Seller as of the Closing Date as mutually agreed upon by the parties and as set forth on the attached Schedule 1 .

               “ Estimated Purchase Price ” has the meaning given in Section 5.02 below.

               “ Excluded Liabilities ” has the meaning given in Section 4.02 below.

               “ Fringe Benefit Plans ” has the meaning given in Section 10.15(c) below.

               “ GAAP ” means generally accepted accounting principles of the United States, consistently applied.

               “ Governmental Authority ” means any foreign or United States federal, state or local government agency, division, subdivision thereof or any regulatory body, agency, authority or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof).

               “ Hazardous Substances ” means all hazardous substances, as that term is defined in CERCLA, and any other individual or class of pollutants, contaminants, toxins, chemicals, substances, wastes or materials in their solid, liquid or gaseous phase, regulated under any Environmental and Safety Law.

               “ Indebtedness ” shall mean without duplication all term debt or liabilities, including without limitation, (a) all obligations of Seller for borrowed money, (b) all obligations of Seller evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are made, (c) any costs, fees, expenses or other obligations incurred by Seller in connection with the transactions contemplated herein on behalf of Seller, any member of Seller or any other person, (d) any obligations for the deferred purchase price of properties or services with respect to which a person is liable, contingently or otherwise, including deferred compensation owed to employees of Seller, (e) any commitment assuring a creditor against loss (including guarantees and contingent reimbursement obligations with respect to letters of credit), (f) any obligations under capital leases, (g) unfunded and underfunded liabilities under any Pension Plans, Welfare Plans or Fringe Benefit Plans, and (h) all interest (including all interest that Seller will incur after the Closing in respect of the Industrial Bonds pending the redemption of the same), penalties and other amounts that are or may become payable with respect to the foregoing, and (i) accrued and unpaid bonuses to any member of Seller. Notwithstanding the foregoing, deferred income taxes shall be specifically excluded from the term “Indebtedness” for purposes of this Agreement. In addition, for the avoidance of doubt, Indebtedness shall not include any liabilities used in the calculation of Working Capital such as trade account payables.

               “ Indemnification Escrow Portion ” has the meaning given in the Escrow Agreement.

               “ Indemnified Party ” has the meaning given in Section 14.04(a) below.

               “ Indemnifying Party ” has the meaning given in Section 14.04(a) below.

               “ Industrial Bonds ” means the $3,000,000 original principal amount City of Appleton, Wisconsin Adjustable Rate Industrial Development Revenue Bonds, Series 2003.

               “ Industrial Bonds Supporting Agreements ” means that certain (i) Bond Purchase Agreement dated December 3, 2003, (ii) Remarketing Agreement dated as of December 1, 2003, (iii) Loan Agreement dated as of December 1, 2003, (iv) Promissory Note dated December 4, 2003, (v) Trust Indenture dated as of December 1, 2003, (vi) Reimbursement Agreement dated as of December 1, 2003, (vii) Pledge and Security Agreement dated as of December 3, 2003, (viii) Letter of Credit dated December 4, 2003, and (ix) the other agreements and instruments relating to the Industrial Bonds, all of the foregoing as amended from time to time, and entered into by and between Seller and various parties that concern, inter alia , the issuance and repayment of the Industrial Bonds.

               “ Insurance Policies ” has the meaning given in Section 10.23 below.

               “ Intellectual Property ” means (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, domain names, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, business processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (v) all other proprietary rights, (vi) all copies and tangible embodiments thereof (in whatever form or medium), (vii) all rights relating to any and all of Seller’s marketing, sales and textual materials, (viii) all future royalty payments and other compensation payable with respect to any and all of the foregoing, and (ix) the names “Pensar”, the Trademarks and the Domain Names.

               “ Interim Balance Sheet ” has the meaning given in Section 10.03 below.

               “ Interim Balance Sheet Date ” has the meaning given in Section 10.03 below.

               “ Inventory ” has the meaning given in Section 2.01(a) below.

               “ Inventory List ” has the meaning given in Section 12.05 below.

               “ JAMS ” has the meaning given in Section 15.04 below.

               “ Leased Real Property ” means the real property leased by Seller or its Affiliates respecting the Business, including (i) the real property leased by Seller located at 10521 W. Forest Ave., Suite 204, Hales Corner, WI 53130, pursuant to a lease dated May 15, 2002 between Sam K. Moy and SMTC Corporation, and (ii) the real property leased by Seller located at 3701 Shoreline Drive, Wayzata, MN, Suite 102A, pursuant to a lease dated January 24, 2005 between Dan Crear, Limited Partner of Casco Run Offices and Seller.

               “ Legal Requirement ” means any foreign government or any United States federal, state or local law, statute, ordinance, code, rule, regulation or governmental order, or any similar provision having the force or effect of law, which is in effect as of the Closing Date.

               “ Machinery and Equipment ” has the meaning given in Section 2.01(b) below.

               “ Material Adverse Effect ” means any change in, or effect on, the Business, or the operations, assets, or financial condition of Seller, taken as a whole, which, when considered either individually or in the aggregate, is, or is reasonably likely to be, materially adverse to the Business, or to the operations, assets, or financial condition of Seller, taken as a whole, other than changes or effects arising out of or resulting from any of the following: (a) changes in general industry, legal, regulatory, political, economic or business conditions or changes in GAAP (so long as such changes do not have a materially disproportionate effect on the Business or Seller); (b) the negotiation, execution, announcement or performance of this Agreement or the contemplated transactions, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners or employees; (c) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement (so long as such events do not have a materially disproportionate effect on the Business or Seller); (d) earthquakes, hurricanes or other natural disasters (so long as such events do not have a materially disproportionate effect on the Business or Seller); or (e) changes in the conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates (so long as such changes do not have a materially disproportionate effect on the Business or Seller); or (f) any adverse change in or effect on the Business of Seller that is cured by Seller before the Closing Date.

               “ Material Contracts ” has the meaning given in Section 10.10(a) below.

               “ Non-Assignable Assets ” has the meaning given in Section 2.02 below.

               “ Noncompetition Agreements ” has the meaning given in Section 9.01(n) below.

               “ Opening Balance Sheet ” has the meaning given in Section 7.03(a) below.

               “ Ordinary Course of Business ” means the ordinary course of business consistent with past customs and practices of Seller to the extent the same are not in violation of any Legal Requirement.

               “ Owned Real Property ” means the real property commonly known as 2222 East Pensar Drive, Appleton, Wisconsin, and consisting of +/- 8.892 acres, more particularly described in the Title Commitment (the “ Land ”), (2) all surface and subsurface minerals and water rights; (3) all buildings, structures, parking facilities and other improvements located on or in the Land, including without limitation a certain +/- 60,100 sq. ft. main building (the “ Improvements ”); (4) all right, title and interest of Seller to all public and private streets, roads, avenues, alleys and passageways, opened or proposed, adjacent to or abutting the Land; (5) all personal property and chattels located in or on, or used in connection with the operation or maintenance of, the Land and Improvements, (the “ Personalty ”); (6) all tax rebates/refunds not due and payable prior to Closing, and all permits, licenses, government approvals, guarantees and warranties respecting or concerning the Land, Improvements or Personalty; and (7) all the estates, rights, privileges, easements, and appurtenances belonging or in any way appertaining to the Land and the Improvements, either in law or in equity, in possession or in expectancy.

               “ Pension Plans ” has the meaning given in Section 10.15(a) below.

               “ Period ” has the meaning given in Section 7.01 below.

               “ Permits ” means all licenses, approvals, permits and authorizations (and any applications for the foregoing) issued by a Governmental Authority and held by Seller, excluding all Environmental Permits.

               “ Permitted Encumbrances ” means each and all of the following: (a) statutory liens for current Taxes, special assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith; (b) mechanics’, materialmen’s, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the Ordinary Course of Business; (c) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over any Real Property which are not violated in any material respect by current use and operation of the Real Property; (d) covenants, conditions, restrictions, easements, encumbrances and other similar matters of record affecting current occupancy or use of the Real Property and which are not violated in any material respect by the current use and operation of the Real Property; (e) such other Encumbrances that do not secure obligations for borrowed money, or attach to Equity Interests, and do not materially detract from the value of, or interfere with the present or future use of, the property subject thereto and affected thereby; (f) notices or restrictions recorded with regard to the presence of any Hazardous Substance on or off of the Real Property as required or permitted by any Governmental Authorities; and (g) restrictions on the transfer of securities arising under any Legal Requirement; provided, however, that the

matters described in subsections (b) and (e) above shall only constitute Permitted Encumbrances if they are individually disclosed as such in the Disclosure Schedules.

               “ Physical Inventory ” has the meaning given in Section 12.05 below.

               “ Price Allocation ” has the meaning given in Section 5.03 below.

               “ Purchase Price ” has the meaning given in Section 5.01 below.

               “ Purchase Price Adjustment Escrow Portion ” has the meaning given in the Escrow Agreement.

               “ Purchased Assets ” has the meaning given in Section 2 below.

               “ Qualifying Offer ” has the meaning given in Section 12.06(a) below.

               “ Real Property ” has the meaning given in Section 10.05 below.

               “ Receivables ” has the meaning given in Section 2.01(e) below.

               “ Related Parties ” has the meaning given in Section 10.22 below.

               “ Release ” has the meaning given in 42 U.S.C. § 9601.

               “ Representation ” has the meaning given in Section 16.07(c) below.

               “ Sample Pro Forma Closing Statement ” has the meaning given in Section 6.01(a) below.

               “ Seller ” has the meaning given in the Preamble above.

               “ Seller Benefit Plan ” or “ Seller Benefit Plans ” has the meaning given in Section 10.15(e) below.

               “ Seller Indemnified Parties ” has the meaning given in Section 14.03 below.

               “ Seller’s Damages ” has the meaning given in Section 14.03 below.

               “ Specific Representation ” has the meaning given in Section 16.07(c) below.

               “ Target Working Capital ” means the sum of $8,232,643.00.

               “ Tax ” or “ Taxes ” means taxes and similar charges, fees, duties or other assessments, including income tax, excise tax, property tax, sales tax, use tax, franchise tax, withholding tax, social security and unemployment taxes, corporation tax,

corporation profits tax, advance corporation tax, capital gains tax, capital acquisitions tax, dividend withholding tax, residential property tax, wealth tax, value added tax, customs and other import and export duties, excise duties, stamp duty, capital duty imposed by any Governmental Authority and any interest, penalties or additions relating to such taxes, charges, fees, levies or other assessments.

               “ Third Party Claim ” has the meaning given in Section 14.04(b) below.

               “ Trademarks ” means all trademarks of Seller or the Business, including “PENSAR P”.

               “ Transferred Employees ” has the meaning given in Section 12.06(a) below.

               “ VEBA ” has the meaning given in Section 10.15(g) below.

               “ Unsold Inventory ” has the meaning given in Section 12.05(b) below.

               “ Welfare Plans ” has the meaning given in Section 10.15(b) below.

               “ Working Capital ” shall mean the current assets of Seller less the current liabilities of Seller, calculated utilizing the historical methodologies used by Seller in its September 30, 2008 balance sheet and the accounts set forth on Schedule 1 . For the avoidance of doubt, the definition and calculation of Working Capital excludes any Indebtedness that is a direct deduction from the Purchase Price on the Closing Date.

          1.02 Other Terms . In the event other terms are defined elsewhere in the text of this Agreement, unless otherwise indicated, such terms shall have the meaning indicated throughout this Agreement.

     2.  Purchase and Sale .

          2.01 Purchase and Sale of Assets . Subject to the terms and conditions of this Agreement (including Section 3 below pertaining to Excluded Assets), Seller and its Affiliates agree to sell, assign, grant, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller and its Affiliates, all of the right, title and interest of Seller and its Affiliates in and to all real, personal (including tangible and intangible) and contingent assets, and all other properties, rights and benefits of any kind or nature whatsoever, that are used in the Business and/or necessary for the operation of the Business, regardless of whether the same are owned, leased or merely used (collectively, the “ Purchased Assets ”), including without limitation the following:

               (a) all inventory, including, raw materials, work in process, finished goods, service parts and supplies (collectively, the “ Inventory ”);

               (b) all equipment, machinery, parts, tools, dies, patterns, molds, fixtures, generators, air compressors, pumps, conveyor systems, vacuum systems, racking/shelving, pallet jacks, forklifts, office furniture including tables, desks, chairs and file cabinets, computers and related hardware, routers and other network equipment, communication equipment including telephones and fax machines, automobiles and trucks, trailers, reefers and all other tangible personal property (collectively, the “ Machinery and Equipment ”);

               (c) all leasehold interests in personal property;

               (d) all interests in real property, including the Owned Real Property and Seller’s leasehold interests in the Leased Real Property;

               (e) all of the accounts receivable and notes receivable of the Business to the extent included in the final Closing Working Capital (collectively, the “ Receivables ”);

               (f) all Contracts of Seller;

               (g) all goodwill

               (h) all Intellectual Property, including all agreements and covenants intended to protect and preserve the Intellectual Property, and all claims and causes of action (including all claims for infringement) to protect and preserve the Intellectual Property;

               (i) the Permits and Environmental Permits, to the extent transferable;

               (j) all documents, files, and other materials, regardless of form (e.g., written documentation, magnetic media and optical media), and wherever located, that in any way relate to or concern (i) accounting and financial information, including operating ledgers, asset ledgers, inventory records, budgets, customer credit information and supplier lists; (ii) engineering and technical data, including product specification sheets; (iii) Intellectual Property, including all trademark and service mark application and registration files, all patent application and maintenance files, and all computer readable copies of web sites and information stored thereon; (iv) sales and marketing information, including sales brochures, customer lists and product samples; (v) customer lists, customer records, account histories and related information; and (vi) correspondence, books and notes relating to the foregoing;

               (k) all rights in connection with prepaid expenses with respect to the assets being sold hereunder to the extent included in final Closing Working Capital, except for any prepaid expenses relating to Insurance Policies;

               (l) any files and records relating to the Transferred Employees, to the extent the transfer of such files and records is not prohibited by Legal

Requirements; provided Seller may retain a copy of any such files and records transferred to Buyer pursuant to this Section 2.01(l);

               (m) all computer software whether in object code or source code, electronic data processing systems, processing techniques, formulae, algorithms, flow charts, and all documentation related thereto, whether in digital or hard copy format;

               (n) exclusive of any Cash legally owned by Seller, the Company’s right, title and interest in and to any accounts or “lock boxes” with banks and other financial institutions;

               (o) those employee benefit plans, and any trusts, insurance arrangements, cash or other assets held pursuant to, or set aside to fund the obligations of Seller under, any such employee benefit plans, listed on the attached Schedule 2.01(o) (the “ Assigned Benefit Plans ”);

               (p) All: (i) equity interests in any company, limited partnership or limited liability company, as well as equity interests in any association, partnership or joint venture having a positive net book value after taking into account contingent liabilities; (ii) causes of action, choses in action, judgments, claims, warranty rights, set-off rights, guarantees, indemnities, and demands; (iii) rights associated with any liability to be assumed by Buyer under this Agreement; (iv) confidentiality agreements, restrictive covenants and other obligations of present and former employees of the Company and the Business; (v) business opportunities, and (vi) security deposits and rebates.

          2.02 Non-Assignable Assets (a) . (a) In those cases where any of the Contracts constituting Purchased Assets are not by their terms assignable or which require the consent of a third party in connection with the transactions contemplated by this Agreement and an appropriate waiver or consent has not been obtained prior to the Closing Date, Seller shall immediately after the Closing Date use its best efforts (including, in the case of all Contracts not having customers of the Business as parties thereto, the payment of money), and Buyer shall cooperate in all reasonable respects with Seller, to obtain all such consents and waivers and to resolve all associated issues relating to assignments and transfers necessary to convey any such owned Contracts to Buyer and/or give Buyer the right to any leased Purchased Assets pursuant to the terms of any such leases covering such leased Purchased Assets.

               (b) Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any of the Purchased Assets if any actual or attempted assignment or transfer thereof without the consent of any party thereto other than Seller would constitute a breach thereof or otherwise not be permitted under applicable Legal Requirements (the “ Non-Assignable Assets ”). If any such Non-Assignable Assets are not able to be assigned or transferred notwithstanding Seller’s best efforts as required above, Seller shall provide or cause to be provided to Buyer the benefits of any such Non-Assignable Assets, and (i) Seller shall (to the extent Buyer has assumed in writing at Seller’s request all duties and responsibilities thereunder) [a] promptly pay or cause to be paid to Buyer all monies received by Seller with respect to

any such Non-Assignable Asset, and [b] enforce, at the written request and at the sole expense of Seller, any rights of Seller arising with respect thereto (including, without limitation, the right to terminate in accordance with the terms thereof upon the advice of Buyer), and (ii) provided that Buyer receives the benefit of any such Non-Assignable Assets, Buyer shall perform and discharge on behalf of Seller all of Seller’s liabilities, obligations or commitments, if any, thereunder relating to the period following the Closing Date, in accordance with the provisions thereof other than those arising by reason of a breach or nonperformance by Seller with respect to such Non-Assignable Assets.

     3.  Assets Excluded From Sale . The parties hereto acknowledge and agree that the following assets of Seller are excluded from the transactions contemplated by this Agreement, shall not be transferred to Buyer, and shall be retained by Seller (collectively, the “ Excluded Assets ”):

          3.01 Certain Corporate Records . Seller’s minute books, equity ledger and income tax records.

          3.02 Insurance Policies . All Insurance Policies, and all rights of Seller of every nature and description under or arising out of such Insurance Policies including any refunds or claims for refunds under such policies (but only to the extent the same are not listed as an asset or included as income in the Financial Statements).

          3.03 Certain Employee Benefit Plans . Excepting the Assigned Benefit Plans, all employee benefit plans and all agreements related to employment or separation that are applicable to the Employees, and any trusts, insurance arrangements or other assets held pursuant to, or set aside to fund the obligations of Seller under, any such employee benefit plans.

          3.04 Income Tax Refunds . All claims, rights and interest in and to any refunds of federal, state or local franchise, Taxes in respect of income (but not other Taxes, including sales/use Taxes) for all taxable periods ending prior to, on or after the Closing Date that have been paid by Seller (and not reimbursed by Buyer) or are the responsibility of Seller hereunder, except to the extent included in the Closing Working Capital.

          3.05 Rights Under This Agreement . Seller’s rights under this Agreement and the other agreements and instruments executed and delivered by Seller in connection with this Agreement and the transactions contemplated hereby and thereby.

          3.06 Cash . All Cash legally owned by Seller as of the Closing Date, except to the extent the same is included as an asset in the Working Capital.

          3.07 Third Party Causes of Action . All claims and causes of action of Seller against any third party or Governmental Authority that does not concern, relate to or arise out of any of the Purchased Assets, except as otherwise expressly stated in this Agreement.

          3.08 Other . Any assets that Buyer determines, in its sole discretion within 60 days after the Closing Date, are not necessary or useful to the profitable operation of the Business, though such determination shall have no effect on the Purchase Price.

     4.  Assumption of Liabilities; Excluded Liabilities .

          4.01 Assumed Liabilities . Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to pay, perform and discharge as and when due, each of the following liabilities and obligations of Seller (collectively, the “ Assumed Liabilities ”):

               (a) trade accounts payable incurred in the ordinary course of business and accrued wage and payroll liabilities incurred in the ordinary course of business to the extent the same are reflected in the Closing Working Capital;

               (b) all liabilities and obligations of Seller arising after the Closing Date under the Contracts (to the extent the same do not constitute Non-Assignable Assets), except for liabilities and obligations to the extent they arise out of Seller’s default, breach or failure to perform such Contract prior to the Closing Date; and

               (c) all contractual warranty obligations of the Business with respect to products or services provided or sold by Seller and the Business prior to the Closing.

          4.02 Excluded Liabilities . The parties hereto acknowledge and agree that all liabilities and obligations of Seller otherwise associated with the pre-Closing operations of the Business or the pre-Closing condition of the Purchased Assets which are not expressly identified as Assumed Liabilities pursuant to Section 4.01 above, including without limitation any violation of Legal Requirements, union matters, employee severance, employee medical and disability payments, judgments, product liability, broker fees or commissions, customer rebates, interest, Taxes (including uncollected or un-remitted Taxes respecting sales or use) or penalties shall be excluded from the transactions contemplated by this Agreement, shall not be assumed by Buyer, and shall be retained, performed, paid and discharged in accordance with the terms thereof by Seller (collectively, the “ Excluded Liabilities ”). Buyer shall forward to Seller for payment all bills, invoices and claims received for goods or services rendered to Seller for periods prior to the Closing Date which do not constitute Assumed Liabilities, and Buyer shall provide Seller with access to any Records in Buyer’s possession or control reasonably necessary for Seller to analyze and pay the same. Seller and the Members, jointly and severally, hereby agree to reimburse, indemnify and hold Buyer harmless from any and all claims, liabilities, obligations, costs or expenses (including without limitation reasonable attorneys fees, court costs and other expenses of litigation) arising out of or relating to any Excluded Liabilities, regardless of the Basket.

     5.  Determination of Purchase Price .

          5.01 Purchase Price . Upon the terms and conditions set forth in this Agreement, in consideration of the sale, assignment and delivery of the Purchased Assets to Buyer, and subject to adjustment in accordance with Section 6 below, Buyer will pay to Seller an aggregate amount equal to $45,000,000, (i)(a) minus the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital or (i)(b) plus the amount, if any, by which the Closing Working Capital exceeds the Target Working Capital; and (ii) minus the amount of the Closing Indebtedness, and (iii) minus the amounts of the Prorations and Other Deductions set forth on Schedule 1 attached hereto, to the extent not included in the definition of Indebtedness (the “ Purchase Price ”).

          5.02 Estimated Purchase Price and Components; Payment of Estimated Indebtedness . At or prior to the Closing Date, Buyer and Seller shall make a good faith estimate of the Purchase Price (excluding the Earnout Amount) and all components thereof, including the Estimated Working Capital and Indebtedness (the “ Estimated Purchase Price ”), which shall be set forth in a written summary showing in reasonable detail the calculation thereof and the same shall be attached hereto as Schedule 1 . At Closing, Buyer shall pay, by wire transfer of immediately available funds to the account designated by Seller, an amount equal to the Estimated Purchase Price (i) minus the Escrow Fund; (ii) minus the Bond Escrow Fund; and (iii) minus the amounts of the Prorations and Other Deductions set forth on Schedule 1 attached hereto, to the extent not included in the definition of Indebtedness (the “ Closing Payment ”). Upon the terms and subject to the conditions of this Agreement, on the Closing Date, (a) Seller shall deliver all necessary irrevocable instructions and notice(s) to the appropriate indenture trustee under the Industrial Bonds Supporting Agreements to redeem the Industrial Bonds from the holders thereof, and (b) Buyer shall pay or otherwise discharge (or make arrangements to pay or otherwise discharge) all Indebtedness reflected in the Estimated Purchase Price in accordance with applicable payoff statements and other creditor instructions furnished by Seller, excepting only that portion of the Indebtedness that concerns the Industrial Bonds and the letter or credit issued by JPMorgan Chase Bank, N.A. relating thereto (which Industrial Bonds shall be redeemed pursuant to the irrevocable notice referenced above through a draw on such letter of credit, which draw shall be reimbursed by the Bond Escrow Agent from the Bond Escrow Fund to the appropriate parties in accordance with the terms of the Bond Escrow Agreement). Simultaneously with the Closing, Seller shall obtain releases of all Encumbrances (other than Permitted Encumbrances) on the Purchased Assets, or conditional releases of Encumbrances that are conditioned upon Buyer paying all Indebtedness associated with such Encumbrances, in a form reasonably acceptable to Buyer.

          5.03 Allocation of Purchase Price . The parties agree that the Purchase Price (including the Assumed Liabilities to the extent required by applicable Legal Requirements) shall be allocated among the assets of Seller in a manner consistent with the allocation set forth on Exhibit D attached hereto (the “ Price Allocation ”). Buyer and Seller shall report, act and file tax returns (including, but not limited to Internal Revenue Service Form 8594, which shall be amended to allocate any change in the Purchase Price resulting from payment of any portion of the Earnout Amount or the other provisions of

this Agreement) in all respects and for all purposes consistent with such allocation prepared by Buyer. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such allocation. Neither Buyer nor Seller shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable Legal Requirements.

     6.  Closing Working Capital; Adjustment and Allocation .

          6.01 Determination of Purchase Price .

               (a)  Preparation of Closing Statement . Within sixty (60) days after the Closing Date, Buyer shall prepare and provide to Seller a written statement setting forth in reasonable detail Buyer’s determination of the final Purchase Price and all components thereof as of the Closing Date (the “ Closing Statement ”). The Closing Working Capital component of the Purchase Price shall be prepared utilizing the accounts set forth in Schedule 1 . The calculation of Closing Working Capital and the Closing Statement shall not reflect any changes or deviations from the methods, policies, accounts and underlying assumptions used in the calculation of the Estimated Working Capital as set forth on Schedule 1 , as it is the parties’ intent to measure changes in Estimated Closing Working Capital and Closing Working Capital on a consistent basis.

               (b)  Payment of Adjustment . If the actual Purchase Price, as finally determined hereunder, exceeds the Estimated Purchase Price, then Buyer shall pay to Seller the difference between the two amounts. If the actual Purchase Price, as finally determined hereunder, is less than the Estimated Purchase Price (a “ Deficit ”), then Seller shall pay to Buyer the difference between the two amounts. Any payment required to be made pursuant to this Section 6.01(b) shall be made within ten (10) days after Seller’s acceptance of the Closing Statement or, if applicable, within ten (10) days after receipt of a determination and resolution of any dispute over the Closing Statement as provided in Section 6.02 below; provided, that any such amount shall be funded first, in the event of a Deficit, from the Purchase Price Adjustment Escrow Portion of the Escrow Fund (with any remaining amount of such Purchase Price Adjustment Escrow Portion being released to Seller), and second (if at all) directly from Seller or Buyer, as applicable. Any such amount payable pursuant to this Section 6.01(b) shall be paid (i) together with interest (not compounded) thereon at the Applicable Rate from and including the Closing Date through the date immediately preceding the date of payment and (ii) by wire transfer of immediately available funds (in U.S. Dollars) to an account or accounts designated in writing by the party entitled to receive such payment (or by such other means as are mutually agreeable to the parties).

          6.02 Disputes Concerning Adjustment of the Closing Statement .

               (a) Buyer shall permit Seller and its independent public accountant to review (at Seller’s request and expense) all accounting records and all work papers and computations used in the preparation of the Closing Statement. If Seller does not give a Dispute Notice to Buyer within thirty (30) days after receiving the Closing

Statement, Seller shall be deemed to have agreed with the Closing Statement presented by Buyer, and the Closing Statement presented by Buyer shall be final and binding on Seller and Buyer.

               (b) If Seller delivers a Dispute Notice within the thirty (30) day period described in Section 6.02(a) above, then Buyer and Seller shall negotiate in good faith to resolve the items in dispute. If after twenty (20) days from the date a Dispute Notice is given hereunder Buyer and Seller cannot agree on the resolution of all of the disputed items, the items still in dispute shall be referred to the Chicago, IL office of Grant Thornton LLP or another accounting firm mutually acceptable to both Buyer and Seller (the “ Accounting Firm ”). When acting pursuant to this Section 6.02 the Accounting Firm shall determine, using any applicable principles and provisions set forth in this Agreement, whether Buyer’s calculation of the Purchase Price and any component thereof requires adjustment. The decision of the Accounting Firm as to the issues in dispute shall be non-appealable, conclusive and binding upon Buyer and Seller for purposes of this Agreement. The fees and expenses of the Accounting Firm pertaining to the dispute resolution hereunder shall be shared equally by Buyer on the one hand and Seller on the other hand.

          6.03 Adjustment . If any payment is made by Seller to Buyer in respect of any claim for any breach of this Agreement or pursuant to any indemnity under this Agreement, the payment shall be made by way of adjustment of the Purchase Price paid by Buyer for the Purchased Assets and the Purchase Price shall be deemed to have been reduced by the amount of such payment.

     7.  Earnout Amount .

          7.01 Earnout Amount . As additional Purchase Price, Seller shall be entitled to earn up to $4,450,000 after the Closing Date pursuant to the terms and conditions of this Section 7 (the “ Earnout Amount ”). The Earnout Amount shall be paid to Seller if Buyer’s EBITDA (as defined below) exceeds target EBITDA for each of the periods set forth below (each, a “ Period ”) respectively. Seller shall be entitled to earn the Earnout Amount under the following conditions:

               (a) for the Period commencing on December 29, 2008 and ending on June 28, 2009, the Earnout Amount shall be $2,225,000 if Buyer’s EBITDA for such Period is at least $3,900,000; and

               (b) for the Period commencing on December 29, 2008 and ending on June 27, 2010, the Earnout Amount shall be an additional $2,225,000 if Buyer’s EBITDA for such Period is at least $15,500,000.

          7.02 Calculation of EBITDA .

               (a)  Preparation of EBITDA Statement; Disputes Related Thereto . Within ninety (90) days after the end of each Period Buyer shall prepare, or cause to be prepared, and shall provide to Seller a written statement setting forth in reasonable detail Buyer’s determination of Buyer’s EBITDA for such Period (each, an

“ EBITDA Statement ”). Buyer shall provide Seller and its representatives access to all relevant data, information and records, together with all appropriate personnel of Buyer, for its review of the EBITDA Statement, including reasonable access to any work papers used by Buyer in the preparation of the EBITDA Statement. If Seller does not give a notice of dispute within forty-five (45) days of receiving the EBITDA Statement, Seller shall be deemed to have irrevocably accepted the EBITDA Statement presented by Buyer and the same shall be final and binding on Seller and Buyer for all purposes. If Seller delivers a notice of dispute within the forty-five (45) day period described in the foregoing sentence, then Buyer and Seller shall negotiate in good faith to resolve such dispute. If, after thirty (30) days from the date Seller provides a notice of dispute, Buyer and Seller cannot agree on a resolution, the parties shall instruct the Accounting Firm to calculate the EBITDA for such Period, and the Accounting Firm shall calculate the EBITDA within thirty (30) days after receiving such instruction. The decision of the Accounting Firm as to the issues in dispute shall be non-appealable, conclusive and binding upon Buyer and Seller for purposes of this Agreement. The fees and expenses of the Accounting Firm in making such calculation shall be borne one-half by Seller and one-half by Buyer.

          7.03 Elements Included in EBITDA Calculation . “ EBITDA ” means the amount of Buyer’s net income in respect of the Business for each respective Period before all federal, state, local and foreign franchise, excise and income taxes, interest, depreciation and amortization, calculated in accordance with GAAP, applied consistently, and provided further that the following principles shall be applied in calculating EBITDA:

               (a) EBITDA for all Periods shall be calculated based upon an opening balance sheet of Seller dated as of December 29, 2008 (the “ Opening Balance Sheet ”). The Opening Balance Sheet shall be prepared by Buyer utilizing the Closing Statement as a starting point, but (i) Buyer shall adjust the same to bring it into compliance with GAAP and Buyer’s standard accounting principles, procedures, methods and practices, including without limitation Buyer’s cost accounting methods for raw materials and work in process (which, inter alia , will require the elimination of any “Purchase Price Variance” accounts utilized in the Closing Statement from the Opening Balance Sheet); and (ii) the Opening Balance Sheet shall take into consideration the results of operations of the Business between the Closing Date and December 28, 2008. Buyer will provide Seller with a copy of the Opening Balance Sheet within ninety (90) days of the Closing Date.

                    (i) Buyer shall permit Seller and its independent public accountant to review (at Seller’s request and expense) the Opening Balance Sheet. If Seller does not give a Dispute Notice to Buyer within thirty (30) days after receiving the Opening Balance Sheet, Seller shall be deemed to have agreed with the Opening Balance Sheet presented by Buyer, and the same shall be final and binding on Seller and Buyer for purposes of calculating EBITDA and the Earnout Amount.

                    (ii) If Seller delivers a Dispute Notice within the thirty (30) day period described in subsection (i) above, then Buyer and Seller shall

negotiate in good faith to resolve the items in dispute. If after twenty (20) days from the date a Dispute Notice is given hereunder Buyer and Seller cannot agree on the resolution of all of the disputed items, the items still in dispute shall be resolved in accordance with Section 15 of this Agreement, except that the only issue to be resolved thereunder shall be whether the Opening Balance Sheet is in compliance with GAAP and Buyer’s standard accounting principles, procedures, methods and practices, and no other issue or matter.

               (b) The following costs, charges and expenses shall be excluded from EBITDA:

                    (i) Intercompany charges constituting general and administrative overhead or interest allocation charges between Buyer and any of its Affiliates that have not been approved by Seller in writing; and

                    (ii) Except as otherwise may be required in adhering to the requirements set forth in subsection (a) hereof, income, gains or losses resulting from any change in accounting principles, procedures, methods or practices subsequent to the date hereof, including income, gains or losses representing the cumulative effect on prior periods of any such changes.

               (c) The following shall be added to EBITDA (without duplication) to the extent they are included as expenses therein:

                    (i) all expenses which are expensed, whether immediately or after having been capitalized by Buyer, in connection with any acquisition indebtedness and any refinancing of such indebtedness and interest expense incurred on acquisition indebtedness;

                    (ii) the amount by which the EBITDA has been reduced as a result of the making of any loan by Buyer to any of Buyer’s Affiliates or otherwise required by Buyer’s Affiliates, or any guaranty or indemnity given by Buyer for the obligations of third parties, except to the extent such guarantees or indemnities were given in the ordinary course of the Business;

                    (iii) any expense of Buyer for which Seller has made a payment to Buyer after demand therefor pursuant to Section 14 of this Agreement, whether such payment is made directly, from the Escrow Fund or otherwise;

                    (iv) severance costs for employees of the Business terminated by Buyer after the Closing, but only to the extent such costs exceed the amount of wages, salaries and benefits saved by the Business as a result of such terminations during a Period; and

                    (v) costs associated with the integration of the Business into Buyer, but only to the extent the same are in excess of the those Selling, General & Administrative costs included in Seller’s projections/forecasts for the Business that were provided to Buyer prior to the Closing.

          7.04 Covenants of Buyer . Buyer covenants as follows with respect to the Business until after June 27, 2010:

               (a) Buyer shall cause to be maintained in effect levels of property damage, liability, business interruption, and other insurance substantially consistent with the levels maintained by Seller before the Closing, to the extent the same are reasonable and appropriate;

               (b) All agreements and/or transactions between Buyer, on one hand, and its affiliates, on the other hand, that result in a charge or expense, or income or revenue, to Buyer shall be substantially on an arms-length basis except as otherwise agreed in writing by Seller; and

               (c) Buyer and its affiliates will not include in the EBITDA calculation as set forth in Section 7.02 above any Earnout Amounts accrued, payable or paid pursuant to this Section 7 and will treat all such Earnout Amounts as part of the Purchase Price.

          7.05 Acknowledgement of Seller and Members . Seller and the Members hereby acknowledge and agree that, notwithstanding anything contained in this Section 7 to the contrary, after the Closing Buyer shall only be required and obligated to exercise ordinary and typical business judgment in operating the Business, using the same degree of care that it uses to operate its other businesses and affiliates. Without limiting the generality of the foregoing, Seller and the Members hereby acknowledge and agree that Buyer shall not be required or obligated to operate the Business after the Closing in a manner or fashion designed or intended to maximize the Earnout Amount.

     8.  Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place on the date hereof at the offices of Seller in Appleton, Wisconsin at 8:00 a.m.; provided, however , that the Closing may be conducted by facsimile, e-mail or other electronic communication. The date on which the Closing occurs is referred to herein as the “ Closing Date .” The Closing will be deemed effective as of 12:01 a.m. (Central Standard Time) on the Closing Date.

     9.  Closing Deliveries .

          9.01 Deliveries by Seller at or Prior to Closing . Seller shall have delivered or caused to be delivered to Buyer the following items at or prior to the Closing, in form and substance reasonably acceptable to Buyer and its counsel and executed (as applicable) by Seller:

               (a) a general bill of sale in substantially the form of Exhibit G , duly executed by an executive officer of Seller;

               (b) an assignment and assumption agreement in substantially the form of Exhibit H (the “ Assignment and Assumption Agreement ”), duly executed by an executive officer of Seller;

               (c) a Certificate of Status for Seller, issued by the Wisconsin Department of Financial Institutions and dated within ten (10) days of the Closing Date;

               (d) a general warranty deed (subject to the Permitted Encumbrances) reflecting the transfer of the Owned Real Property, in substantially the form of Exhibit I (the “ Deed ”);

               (e) releases of Encumbrances for all Indebtedness (or a commitment by the applicable lender to release upon receipt of amounts due, as stated in any applicable payoff statement or instruction);

               (f) releases of all other Encumbrances, other than Permitted Encumbrances;

               (g) the consent to the consummation of the transactions contemplated by this Agreement, to the extent required by the other parties, to those Material Contracts listed on Exhibit J ;

               (h) the Escrow Agreement in the form attached hereto as Exhibit B , executed by an executive officer of Seller;

               (i) the Bond Escrow Agreement in the form attached hereto as Exhibit A , executed by an executive officer of Seller and the escrow agent thereunder;

               (j) employment agreements, in a form acceptable to Buyer in its sole discretion, with each employee identified on Exhibit K (collectively, the “ Employment Agreements ”);

               (k) an affidavit that meets the requirement of Code Section 1445 and the Foreign Investment in Real Property Tax Act of 1980;

               (l) an assignment of trademarks in the form of Exhibit L hereto, duly executed by an executive officer of Seller (the “ Assignment of Trademarks ”);

               (m) an assignment of domain names in substantially the form of Exhibit M attached hereto (the “ Domain Name Assignment ”) duly executed by an executive officer of Seller;

               (n) an amendment to the Articles of Organization, duly executed by an officer of Seller, changing the name of Seller to a name different from “Pensar Electronic Solutions” and not confusingly similar to, “Pensar,” to be filed by Buyer with the Wisconsin Department of Financial Institutions;

               (o) a certificate of an authorized Manager of Seller, certifying that attached thereto are true and complete copies of (i) the Articles of Organization and Operating Agreement, as amended through and in effect on the Closing Date, and (ii) resolutions of the Members of Seller authorizing the execution, delivery and

performance of this Agreement and consummation of the transactions contemplated hereby, and (iii) certifying as to the incumbency of the officer of Seller executing this Agreement on behalf of Seller;

               (p) assignment(s) respecting the Assigned Benefit Plans, including the signatures of all insurers underwriting the same on such assignment;

               (q) the Title Policy;

               (r) such other documents, instruments and agreements as are reasonably requested by Buyer or its counsel (provided that no opinion of counsel shall be required).

          9.02 Deliveries by Buyer At or Prior to Closing . Buyer shall have delivered or caused to be delivered the following items at or prior to the Closing in a form and substance reasonably acceptable to Seller and its counsel and executed (as applicable) by Buyer and/or its affiliated parties:

               (a) the Closing Payment, in accordance with the wire transfer instructions received from Seller;

               (b) the Escrow Fund, by wire transfer to U.S. Bank, N.A. in accordance with the Escrow Agreement;

               (c) the Bond Fund, by wire transfer to JPMorgan Chase Bank, N.A. in accordance with the terms of its payoff letter dated effective December 22, 2008;

               (d) a certificate of the Secretary of Buyer, certifying that attached thereto are true and complete copies of (i) the Articles of Incorporation and By-laws of Buyer, as amended through and in effect on the Closing Date, and (ii) resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, and (iii) certifying as to the incumbency of the officer of Buyer executing this Agreement on behalf of Buyer;

               (e) a Certificate of Good Standing (or comparable document) for Buyer issued by the State of Missouri and dated within ten (10) days of the Closing Date;

               (f) the Escrow Agreement, duly executed by an executive officer of Buyer;

               (g) the Employment Agreements, duly executed by an executive officer of Buyer;

               (h) the Assignment and Assumption Agreement, duly executed by an executive officer of Buyer;

               (i) the Assignment of Trademark, duly executed by an officer of Buyer; and

               (j) the Domain Name Assignment, duly executed by an officer of Buyer;

               (k) such other documents, instruments and agreements as are reasonably requested by Seller or its counsel (provided that no opinion of counsel shall be required).

     10.  Representations and Warranties of Seller . Subject to the exceptions expressly stated in the schedule delivered by Seller concurrently herewith and identified as the “ Disclosure Schedule ,” Seller and the Members, jointly and severally, hereby represent and warrant to Buyer as follows:

          10.01 Organization . Seller is a limited liability company validly existing under the laws of the State of Wisconsin. Seller has all limited liability company power and limited liability company authority to own, operate and lease its properties and carry on the Business as now conducted. Seller is duly licensed and qualified to do business in and is in good standing under the laws of each state or other jurisdiction where failure to do so would result in a Material Adverse Effect.

          10.02 Authorization of Agreement . All persons who are equity interest holders of Seller, and all persons holding any present or contingent right to become equity interest holders of Seller, are signatories to this Agreement. Seller has all necessary limited liability company power and limited liability company authority, and each of the Members have all requisite authority, to execute and deliver this Agreement and the other agreements which are to be executed pursuant to the terms hereof, and to consummate the transactions provided for hereby and thereby. The execution and delivery of this Agreement and any such other agreements which are to be executed by Seller and/or the Members and the performance by it and them of the obligations to be performed hereunder and thereunder, have been duly authorized by all necessary action on the part of Seller and each of the Members. The execution and delivery of this Agreement and each other agreement to be executed by Seller and each of the Members pursuant hereto, and except as set forth in Section 10.02 of the Disclosure Schedule, the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach of, or constitute a default under, (a) Seller’s Articles of Organization or Operating Agreement, (b) any order, judgment or decree to which Seller or any Member is a party or by which Seller, any Member or their respective assets are bound or affected, or (c) any Legal Requirement by which Seller, any Member or their assets are bound or affected. This Agreement is, and each other agreement and document to be executed by Seller or the Members pursuant hereto will be, when so executed, a valid and binding obligation of Seller and the Members, enforceable in accordance with their terms.

          10.03 Financial Statements . (a) Seller has delivered to Buyer copies of the following “ Financial Statements ” (herein so called), which were prepared in the

ordinary course by Seller, and which were prepared from the books and records of Seller in accordance with GAAP consistently applied and maintained throughout the periods indicated (except as otherwise disclosed in Section 10.03 of the Disclosure Schedule and except in the case of unaudited financial statements solely in respect of the lack of footnote disclosure and subject to normal year-end adjustments): (i) audited balance sheets of Seller as of December 31, 2007 and December 31, 2006 and statements of income for each of the years then ended; (ii) an unaudited balance sheet of Seller as of September 30, 2008 (the “ Interim Balance Sheet ”) and related unaudited statement of income for the nine (9) month period ending on such date (such date being referred to herein as the “ Interim Balance Sheet Date ”); and (iii) an unaudited balance sheet of Seller as of October 26, 2008, and a related unaudited statement of income for the period beginning on January 1, 2008 and ending on such date. The Financial Statements are accurate, complete and consistent with the books and records of Seller, and fairly present the financial condition of Seller as of their respective dates and the results of its operations for the periods covered thereby.

               (b) Neither Seller nor the Members not, to Seller’s knowledge, Seller’s independent accountants, have identified or been made aware of (i) any fraud, whether or not material, that involves Seller’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by Seller, or (ii) any claim or allegation regarding the foregoing.

          10.04 Business Changes . Except as otherwise disclosed in Section 10.04 of the Disclosure Schedule, since January 1, 2008, Seller has operated in all material respects in the Ordinary Course of Business and there has not been any Material Adverse Effect or, to Seller’s knowledge, any fact, event or circumstances which would reasonably be expected to have or cause a Material Adverse Effect. Except as otherwise disclosed in Section 10.04 of the Disclosure Schedule and except for actions taken and/or changes made at the request of, or authorized by, Buyer, or otherwise taken or made pursuant to this Agreement, since the Interim Balance Sheet Date there has not been with respect to Seller:

               (a) any (i) material damage, destruction or loss (whether or not covered by insurance) or (ii) material transaction outside the Ordinary Course of Business;

               (b) any sale, lease, transfer, assignment, abandonment or other disposition of any material asset of Seller outside the Ordinary Course of Business;

               (c) any material deviation from the Ordinary Course of Business, including without limitation, inventory buying practices or accounts receivable collection practices, in contemplation of the transactions described in this Agreement;

               (d) any material change or modification of Seller’s accounting methods or practices;

               (e) any declaration or payment of any dividend or distribution to any member of Seller or other holders of equity or other similar ownership or participation interests, including equity interest splits, equity interest dividends and profit distributions, or any purchase or redemption of any membership interests, stock, notes or other debt or equity or other similar ownership or participation interests;

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