ASSET PURCHASE AGREEMENT

Exhibit 10.1

Execution Version

ASSET PURCHASE AGREEMENT

by and among

RONSON CONSUMER PRODUCTS CORPORATION,

RONSON CORPORATION OF CANADA, LTD.,

RONSON CORPORATION

collectively as the Selling Companies

and

ZIPPO MANUFACTURING COMPANY,

NOSNOR, INC.

collectively as the Purchasers

Dated as of October 5, 2009

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT, dated as of October 5, 2009 (this “ Agreement ”), by and among RONSON CONSUMER PRODUCTS CORPORATION, a New Jersey corporation ( the “ Seller ”), RONSON CORPORATION OF CANADA, LTD., an Ontario corporation (“ Ronson Canada ”), and RONSON CORPORATION, a New Jersey corporation (“ Ronson ” and, along with the Seller and Ronson Canada, collectively the “ Selling Companies ”), ZIPPO MANUFACTURING COMPANY, a Pennsylvania corporation (the “ Business Purchaser ”), and NOSNOR, INC., a Delaware corporation, (the “ Real Property Purchaser ” and, along with the Business Purchaser, collectively the “ Purchasers ”), and, for purposes of Section 7.12(c) only, LOUIS V. ARONSON II (“ Aronson ”).

WHEREAS, the Seller and Ronson Canada own, operate and lease certain assets that are used or held for use in connection with or otherwise related to the development, packaging and sale of consumer flame products and flame accessories, including lighters, fuel, wicks, and other related products and services, and such other business activities conducted by Seller and Ronson Canada on or prior to the date hereof (the “ Business ”);

WHEREAS, the Seller and Ronson own certain Intellectual Property (as defined herein) used or held for use in connection with or otherwise related to the Business;

WHEREAS, the Selling Companies are deriving substantial benefits from the transactions contemplated by this Agreement and, therefore, are willing to agree to the non-competition covenants contained in this Agreement in order to induce the Purchasers to consummate the transactions contemplated herein, and the Selling Companies acknowledge that the Purchasers would not consummate the transactions contemplated herein but for such agreements and covenants; and

WHEREAS, the Selling Companies wish to sell, convey, assign and otherwise transfer to the Purchasers, and the Purchasers wish to purchase and obtain the assignment from the Selling Companies of, all of the Transferred Assets (as defined herein) and the Purchasers wish to assume the Assumed Liabilities (as defined herein);

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

(a)            Certain Defined Terms .  As used in this Agreement, the following terms have the meanings specified in this Section 1.1(a), unless the context clearly requires otherwise:

“ Acquisition Proposal ” means any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving any of the Seller or Ronson Canada or any purchase or sale of all or any material portion of the assets or business of any of the Seller or Ronson Canada (including any stock of any of their Subsidiaries) or any purchase or sale of all or any material portion of the assets of Ronson related to the Business outside of the Ordinary Course of Business.

“ Adjusted Current Assets ” means Current Assets reduced by Four Hundred Seventy-Five Thousand Three Hundred  and 00/100 Dollars ($475,300.00).

“ Affiliate ” means, with respect to any Person, any other Person controlling, controlled by or under common control with, or the parents, spouse, lineal descendants or beneficiaries of, such Person.  The term “control” (as used in the terms “controlling,” “controlled by” or “under common control with”) means holding the power to direct or cause the direction of the management and policies of a Person, whether by ownership of equity securities, reserved corporate power, Contract or otherwise.  Without limiting the foregoing, a Person shall be deemed to control another Person which is not an individual if the first Person directly or indirectly holds 50% or more of the outstanding voting securities of the second Person.

“ Aviation Agreement ” means that certain Asset Purchase Agreement dated May 15, 2009, among Ronson Corporation and Ronson Aviation, Inc., as Seller, and Hawthorne TTN Holdings, LLC, as Buyer.

“ Aviation Mark ” means the integrated name and mark “Ronson Aviation” for use in conjunction with aviation related goods and/or services as provided in the Aviation Agreement (the “ Permitted Goods and Services ”).  For the purpose of clarity, the Aviation Mark shall not include any right to use the term “Ronson” other than in conjunction with the term “Aviation” and in conjunction with the Permitted Goods and Services.

“ Board ” means the Board of Directors of Ronson Corporation.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq. and all regulations promulgated pursuant thereto.

“ Code ” means the Internal Revenue Code of 1986, as amended, including any successor provisions and transition rules, whether or not codified.

“ Consent ” means any approval, consent, action, ratification, waiver or authorization of any kind or nature.

“ Contract ” means any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, power of attorney, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.

“ Copyrights ” means, as they exist anywhere in the world, copyrights and mask works, including all renewals and extensions thereof, copyright registrations and applications for registration thereof, and non-registered copyrights.

“ Current Assets ” means the sum of Transferred Inventory (at book value excluding obsolete, damaged, and unsalable goods or goods that cannot be sold in the Ordinary Course of Business), Transferred Accounts Receivable after allowance for uncollectible and doubtful accounts, Transferred Pre-Paid Expenses at book value, and Insurance Proceeds, as of the Closing Date.

“ Disclosure Memorandum ” means the disclosure memorandum delivered by the Selling Companies to Purchasers concurrently with the execution and delivery of this Agreement.

“ Dollar General Agreement ” means that certain Dollar General Front-End Fixture Program Placement Agreement effective August 1, 2009, pursuant to which the Business Purchaser will pay or has paid $338,080.00 in Placement Fees to Dollar General which benefits Seller up to the time of Closing.

“ Dollar General Amount ” means the sum of forty percent (40%) of the first $500,000 actually collected by Seller pursuant to the Dollar General Agreement plus twenty percent (20%) of any and all amounts in excess of $500,000 actually collected by Seller pursuant to the Dollar General Agreement.

“ Employee Benefit Plan ” means any benefit plan, program, contract or arrangement (whether for the benefit of current or former employees, consultants, officers, directors or independent contractors of any of the Selling Companies), whether or not reduced to writing, including any employee benefit plan (as defined in Section 3(3)

of ERISA) and any and all plans, programs, Contracts or arrangements with respect to pension, retirement, profit sharing, deferred compensation, thrift, savings, stock ownership, stock bonus, restricted stock, phantom stock, health, dental, medical, life, hospitalization, disability, relocation, child care, educational assistance, stock purchase, stock option, incentive, bonus, sabbatical leave, vacation, severance, cafeteria, pre-tax premium, flexible spending or other contribution, benefit or payment of any kind, including any fringe benefits, and plans, programs, Contracts or arrangements providing for contributions, benefits or payments in the event of a change of ownership or control, in whole or in part, of any of the Selling Companies, which any of the Selling Companies has at any time adopted or maintained, with respect to which any of the Selling Companies has or may have any liability or is a fiduciary or under which any of the Selling Companies has any present or future obligation to contribute or make payment or under which any current or former employee, consultant, independent contractor, officer or director of such Selling Company (and/or any dependent or beneficiary thereof) is covered or entitled to benefits.

“ Environmental Laws ” means applicable federal (including Canada), state, provincial, local and foreign (as to the United States of America) laws, regulations, or codes promulgated, approved or entered thereunder, relating to pollution or protection of the environment, including the Release or threatened Release of Hazardous Substances or otherwise relating to the presence, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and all regulations promulgated pursuant thereto.

“ Escrow Agent ” means an escrow agent reasonably acceptable to the Purchasers and the Selling Companies, and any Person who becomes a successor thereto in accordance with the Escrow Agreement.

“ Escrow Agreement ” means the Escrow Agreement, to be entered into at Closing by and among the Purchasers, the Selling Companies and the Escrow Agent, substantially in the form attached as Annex A hereto, with such modifications as to which the parties hereto may agree.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excise Tax Act ” means the Excise Tax Act (Canada) and the regulations promulgated thereunder, as amended.

“ Fundamental Representations ” means the representations and warranties given by the Selling Companies in Sections 5.1. 5.2, 5.3, 5.4, 5.13, 5.14(a), 5.15, and 5.18.

“ Group ” means, for purposes of ERISA and the Code as related to any Employee Benefit Plan, the Selling Companies and any company or entity which, together with the Selling Companies , is a “trade or business under common control” or

constitutes a member of the Selling Companies’ “controlled group” or “affiliated service group” within the meaning of Sections 4001(a)(14) and/or 4001(b) of ERISA and/or Sections 414(b), (c), (m) or (o) of the Code.

“ GST ” means the goods and services tax as more fully described in Part IX of the Excise Tax Act.

“ Hazardous Substance ” means petroleum, petroleum hydrocarbons, petroleum products or by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, chlorinated volatile organic compounds, lead or lead-containing materials, polychlorinated biphenyls, and any other chemicals, gases, materials, substances or wastes in any amount or concentration which are now included in the definition of “hazardous substances,” “hazardous materials,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutants,” “regulated substances,” “solid wastes,” or “contaminants” or words of similar import, under any Environmental Law or which are otherwise regulated pursuant to any Environmental Law.

“ Income Tax Act ” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended.

“ Indebtedness ” means, with respect to any specified Person, any Liabilities (contingent or otherwise) relating to (a) indebtedness, including interest and any prepayment penalties, expenses or fees thereon or created, issued or incurred by, such Person for borrowed money; (b) reimbursement obligations and obligations of such Person with respect to letters of credit, bankers’ acceptances, bank guarantees, surety bonds and performance bonds, whether or not matured; (c) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising in the Ordinary Course of Business of such Person and consistent with such Person’s customary trade practices; (d) indebtedness secured by a lien on the property of such Person, whether or not the respective indebtedness so secured is a primary obligation of, or has been assumed by, such Person; (e) capital lease obligations of such Person; and (f) indebtedness or obligations of others guaranteed by such Person (including guarantees in the form of an agreement to repurchase or reimburse, letters of credit and guarantees of performance obligations of another Person).

“ Insurance Proceeds ” means cash in an amount equal to the sum of all cash insurance or condemnation proceeds referred to in Section 2.1(a)(ix) and Section 2.1(b)(ii).

“ Intellectual Property ” means all Copyrights, Internet Assets, Patents, Software, Trade Secrets, Trademarks, Know-How and IP Licenses.

“ Internet Assets ” means, as they exist anywhere in the world, domain names, Internet addresses and other computer and/or network identifiers, web sites, web pages and similar rights and items.

“ Inventory Agreement ” means that certain Inventory Agreement entered between Seller and the Business Assets Purchaser of even date herewith.

“ IP Licenses ” means all licenses, sublicenses, distributor agreements or permissions, including, the right to receive royalties or any other consideration relating to Copyrights, Internet Assets, Patents, Software, Trade Secrets and Trademarks.

“ IRS ” means the U.S. Internal Revenue Service.

“ Know-How ” means both confidential and nonconfidential information relating to the operation of the Business, including manufacturing, packaging, operational, technological, administrative, marketing, distribution, collection, other management information, and all tangible materials and/or documents associated therewith.

“ Knowledge ” (whether or not capitalized) and words of similar import, (i) when used with reference to the Selling Companies, means the Knowledge (determined pursuant to subheadings (a) and (b) below) of the officers and directors of the Selling Companies, including, for the avoidance of doubt, the Chief Restructuring Officer and (ii) when used with reference to the Purchasers, means the Knowledge (determined pursuant to subheadings (a) and (b) below) of the officers and representatives of the Purchasers having active involvement in the negotiation of the transaction contemplated by this Agreement.  Knowledge of a particular fact or matter, as to a specified individual, will be deemed to exist if (a) the specified individual is actually aware of that fact or matter; or (b) a prudent individual, similarly situated to the specified individual, would be expected to be aware of the fact or matter.

“ Liability ” and “ Liabilities ” means, with respect to any Person, any and all liabilities and obligations of such Person of any kind or nature, including Indebtedness and those arising under Legal Requirements, Contract, warranty (expressed or implied) or otherwise, whether known or unknown, accrued or unaccrued, absolute or contingent, or liquidated or unliquidated, regardless of when and by whom asserted, and whether or not disclosed on the Schedules to this Agreement.

“ Lien ” means all liens, pledges, mortgages, security interests, claims, leases, charges, options, rights of first refusal, transfer restrictions, encumbrances, other title defects (including encroachments and survey defects) or any other restrictions or limitations whatsoever.

“ Losses ” means all losses, Liabilities, damages (including incidental damages), deficiencies, judgments, assessments, interest, penalties, fines, interest costs, amounts paid in settlement of claims, costs and expenses of remedial measures and other costs and expenses (including reasonable legal expenses); provided that Losses shall not include consequential, punitive, special or exemplary damages.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, results of operations or condition (financial or otherwise) of the Selling

Companies, the Business and the Transferred Assets taken as a whole (excluding, in the case of this clause (i), changes in general economic conditions that do not have a disproportionate impact on the Selling Companies) or (ii) on the ability of either of the Selling Companies to consummate the transactions contemplated by this Agreement or by the Related Agreements.

“ Ordinary Course of Business ” means, with respect to a specified Person, business conducted or an action taken by such Person which is consistent in nature, scope and magnitude with the past practices of such Person, is done in the ordinary course of the normal, day-to-day operations of such Person, and does not require, under applicable Legal Requirements, authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority if such Person is not a corporation).

“ Patents ” means, as they exist anywhere in the world, patents, patent applications and inventions, designs and improvements described and claimed therein, patentable and unpatentable inventions and discoveries and/or other patent-related rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations, or interferences thereof, whether or not patents are issued on any such applications and whether or not any such applications are modified, withdrawn, or resubmitted).

“ Permit ” means a permit, certificate of occupancy, license, franchise, Consent, authorization or approval required pursuant to a Legal Requirement.

“ Permitted Liens ” shall mean:  (i) liens for leased equipment in favor of lessors of such equipment; (ii) statutory Liens for Taxes that are not due and payable or that may thereafter be paid without penalty and with respect to which adequate reserves or other appropriate provisions are being maintained; (iii) with respect to the Owned Real Property, those items set forth as items 7, 10, 11, 12, 13, and 14 in Schedule B-Section II of Title Commitment File Number 09-78130 issued by First American Title Insurance Company, a copy of which is attached hereto as Annex B ; and (iv) other imperfections of title, licenses or Liens, if any, which do not materially detract from the value of the assets to which they relate and which do not materially impair the continued use and operation of the assets to which they relate in the Ordinary Course of the Business.

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

“ Related Agreements ” means the Escrow Agreement, the Bill of Sale and Assignment of Contract Rights, the Additional Transfer Documents, the Seller’s Deed Documents, the Real Property Purchaser’s Additional Deed Document, the Inventory Agreement, the Transition Services Agreement, any remediation agreement or agreements entered into pursuant to Section 7.6 hereof, and remediation certification(s).

“ Release ” or “ Released ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, or discharge of Hazardous Substances into the soil or other subsurface substrate, groundwater or surface water.

“ Remediation Trust Fund Trustee ” means the trustee pursuant to the remediation trust fund agreement entered in connection with ISRA Closing Compliance.

“ Retail Sales Tax Act ” means the Retail Sales Tax Act (Ontario) and the regulations promulgated thereunder, as amended.

“ SEC ” means the Securities and Exchange Commission.

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

“ Site ” means the Owned Real Property and any other real property now or previously used in the Business by any of Selling Companies, any predecessors of any of Selling Companies, any past, present or future Affiliates or Representatives of any of Selling Companies or any current or former Subsidiaries of any of Selling Companies, including all land, soil, subsoil, surface waters and groundwater thereat.

“ Software ” means, as they exist anywhere in the world, computer software programs, including all source code, object code, specifications, designs and documentation related to such programs.

“ Subsidiary ” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person.

“ Superior Proposal ” means a bona fide written Acquisition Proposal that (i) the Board concludes, in good faith, after consultation with legal counsel and its financial advisors (including the Chief Restructuring Officer of Ronson and Ronson’s investment bankers), taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any termination / break-up fees, expense reimbursement provisions and conditions to consummation), (a) is more favorable to Ronson from a financial point of view than the transaction contemplated by this Agreement (taking into account all the terms and conditions of such proposal and after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by the Purchasers in response to such Acquisition Proposal); (b) is fully financed or reasonably capable of being fully financed and reasonably likely to receive all required governmental Consents and approvals on a timely basis; and (c) is reasonably capable of being completed on the terms so proposed, taking into account all financial, legal, regulatory and other aspects of such proposal; (ii) was not solicited or initiated by any of the Selling Companies, or any of their Affiliates, officers, or directors after the date of this Agreement; and (iii) was initially proposed after the date of this Agreement.

“ Tangible Business Assets Property ” means machinery, equipment, rental equipment, furniture, fixtures, vehicles, any related capitalized items and other tangible property including those items set forth on Schedule 2.1(a)(ii) of the Disclosure Memorandum.

“ Tax ” and “ Taxes ” means (i) any and all federal (including Canada), state, provincial, local, foreign (as to the United States of America) and other taxes, levies, fees, imposts, duties, and similar charges imposed, assessed, or collected by any Governmental Authority (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including (x) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated withholding, employment, social security (or similar), unemployment, health insurance and Canada, Quebec and other government pension plan premiums, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and customs duties, and (ii) any successor, transferee, or joint and several liability, or any liability of any Person pursuant to U.S. Treasury Regulations Sections 1.1502-6 or 1.1502-78 or any similar Tax Legal Requirements in respect of any items described in clause (i) above.

“ Tax Returns ” means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a Governmental Authority in connection with Taxes, including any schedule or attachment thereto, amendment thereof, or information provided therewith with respect thereto.

“ Trade Secrets ” means, as they exist anywhere in the world, trade secrets, formulae, Know-how, inventions, processes, procedures, databases, confidential business information and other proprietary information and rights (whether or not patentable or subject to copyright, mask work, or trade secret protection).

“ Trademarks ” means, as they exist anywhere in the world, trademarks, service marks, trade dress, trade names, brand names, product and graphic designs, logos, or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof, and all goodwill related thereto.

“ Transferred Assets ” means the Business Assets, the Owned Real Property, and the assets and rights transferred pursuant to Sections 2.1(b)(ii), (iii) and (iv), collectively.

“ Transferred Books and Records ” means all of each Selling Company’s operational books and records related to the Transferred Assets or the Business, including, to the extent existing, (a) executed copies of all of the Transferred Contracts, (b) all equipment, product and other warranties, (c) all technical information and data, maps, computer files, diagrams, designs, packaging, blueprints and schematics, (d) all

filings made with or records required to be kept by any Governmental Authority (including all backup information on which such filings are based), (e) all research and development reports, (f) all equipment and operating logs, (g) all creative, promotional or advertising materials, and (h) all customer lists and sales records.

“ Transferred Business Assets Contracts ” means those Contracts listed on Schedule 2.1(a)(i) of the Disclosure Memorandum.

“ Transferred Contracts ” means the Transferred Business Assets Contracts and the Transferred Real Estate Contracts.

“ Transferred Permits ” means those Permits held by the Selling Companies that the Purchasers require the Selling Companies to transfer, a list of which shall be provided to the Selling Companies prior to the Closing and attached hereto as Schedule 2.1(a)(vii) of the Disclosure Memorandum.

“ Transferred Real Estate Contracts ” means those Contracts listed on Schedule 2.1(b)(iv) of the Disclosure Memorandum.

“ WARN Act ” means the Worker Adjustment and Retraining Notification Act and all regulations promulgated pursuant thereto.

“ Warranty Claims ” means typical consumer warranty claims and does not include, in any case, products liability claims, personal injury or wrongful death claims, incidental, consequential, punitive, special or exemplary damages.

(b)            Index of Defined Terms .  As used in this Agreement, the following terms have the meanings specified in the indicated Section, unless the context clearly requires otherwise:

(c)            Construction and Usage .  For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires:  (i) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders; (ii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions, and to Exhibits, Schedules of the Disclosure Memorandum, Annexes and other attachments, without reference to a document are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules of the Disclosure Memorandum, Annexes and other attachments to, this Agreement; (iii) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the words “herein,” “hereof,” “hereunder,” “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision and (v) the words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.”  Any covenant, representation, warranty or other obligation of Purchasers, collectively, or the Selling Companies, collectively, in this Agreement shall be deemed to be joint and several.

ARTICLE II

PURCHASE AND SALE OF ASSETS

(a)            Purchase of Business Assets .  At the Closing provided for in ARTICLE III (the “ Closing ”), upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the respective parties in this Agreement, each Selling Company shall sell, convey, assign and otherwise transfer to the Business Purchaser, and the Business Purchaser shall purchase from each Selling Company, free and clear of all Liens (other than Permitted Liens), in exchange for payment of the allocated share of the Purchase Price in accordance with Section 2.4 and the assumption of the Assumed Liabilities in accordance with Section 2.3, each Selling Company’s right, title and interest in and to all property and assets of the Selling Companies of every kind or nature, whether real or personal, tangible or

intangible, that are not Excluded Assets or Owned Real Property (collectively, the “ Business Assets ”) including the following:

(i)            the Transferred Business Assets Contracts;

(ii)           all Tangible Business Assets Property (the “ Transferred Tangible Business Assets Property ”);

(iii)          all accounts receivable (the “ Transferred Accounts Receivable ”);

(iv)          all inventory  (the “ Transferred Inventory ”);

(v)           all pre-paid expenses (the “ Transferred Pre-Paid Expenses ”);

(vi)           the Transferred Books and Records;

(vii)          the Transferred Permits;

(viii)         (i) all Intellectual Property owned by the Selling Companies other than the Aviation Mark, and (ii) any and all rights the Selling Companies have to use any Intellectual Property that is not owned by the Selling Companies but that is used in connection with the Business (the “ Transferred Intellectual Property ”);

(ix)           all rights of the Selling Companies with respect to insurance or awards in condemnation relating to the Business Assets or the Business, including all insurance and condemnation proceeds (i) received or receivable after Closing in respect of Assumed Liabilities, or (ii) received or receivable (to the extent not already expended by the Selling Companies to restore or replace a lost, damaged or condemned Business Asset) in respect of any asset damaged, lost or condemned after the date of this Agreement and which, if not so damaged, lost or condemned, would have been a Business Asset;

(x)            all of such Selling Company’s goodwill associated with the Business Assets or the Business;

(xi)           archive of past lighters and other historical items, except for those items described in Section 2.2(j); and

(xii)          all rights under warranties, representations and guaranties made by suppliers, manufacturers and contractors relating to the Business Assets or the Business.

(b)            Purchase of Owned Real Property .  At the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the respective parties in this Agreement, the Seller shall sell, convey, assign and otherwise transfer to the Real Property Purchaser, and the Real Property Purchaser shall purchase from the Seller, free and clear of all Liens (other than Permitted Liens), in exchange for payment of the allocated share of the Purchase Price in accordance with Section 2.4, the following:

(i)            all right, title and interest in and to the real property listed on Schedule 2.1(b)(i) of the Disclosure Memorandum, together with all of the buildings, structures and other improvements located thereon (including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein) (the “ Owned Real Property ”);

(ii)            all rights of Seller with respect to insurance or awards in condemnation relating to the Owned Real Property in respect of any damage, loss or condemnation after the date of this Agreement;

(iii)           all rights under warranties, representations and guaranties made by suppliers, manufacturers and contractors relating to the Owned Real Property; and

(iv)           the Transferred Real Estate Contracts.

(a)           all cash and cash equivalents of the Selling Companies, other than Insurance Proceeds;

(b)           all rights of any of the Selling Companies under this Agreement or any Related Agreements or the Aviation Agreement;

(c)           all rights to any refunds of Taxes;

(d)           all leases, subleases, licenses and other agreements under which any of the Selling Companies uses or occupies, or has the right to use or occupy, now or in the future, any real property (the “ Real Property Leases ”);

(e)           all Contracts to which any of the Selling Companies is a party that are not Transferred Contracts, including those Contracts listed on Schedule 2.2(e) of the Disclosure Memorandum;

(f)          the Aviation Mark;

(g)         the shares of Ronson Canada, Seller, and any Subsidiaries of any of the Selling Companies;

(h)         all Permits of the Selling Companies that are not Transferred Permits;

(i)           the assets set forth on Schedule 2.2(i) of the Disclosure Memorandum; and

(j)          one (1) of each of the items listed on Schedule 2.2(j) of the Disclosure Memorandum of which there is a quantity greater than one (1) plus ten (10) additional items selected from those listed on Schedule 2.2(j) of the Disclosure Memorandum of which there is a quantity equal to one (1), which ten (10) items shall be identified by Ronson to the Business Assets Purchaser on Schedule 2.2(j)(i) of the Disclosure Memorandum to be delivered by Ronson at least three (3) days prior to the Closing Date.

(a)            Assumed Liabilities .  At the Closing, the Purchasers shall assume and be responsible for the following Liabilities of each Selling Company:  (i) Liabilities first arising, and relating to acts or omissions of the Purchasers first occurring, under the Transferred Contracts after the Closing Date; (ii) Warranty Claims first arising, and relating to acts or omissions of the Business Purchaser first occurring, after the Closing Date; and (iii) the Stay Bonus Amount in accordance with Section 7.14 (collectively, the “ Assumed Liabilities ”).  Other than Assumed Liabilities, no Purchaser shall assume or be responsible for any Liability of any Selling Company.

(b)           Excluded Liabilities .  The Selling Companies shall retain, and the Purchasers shall not assume or be responsible for, any Liabilities of the Selling Companies that are not Assumed Liabilities (collectively, the “ Excluded Liabilities ”) including the following:

(i)             all Liabilities of each Selling Company to the extent relating to Transferred Assets arising or accruing on or prior to the Closing Date or arising or accruing from the operation of the Business on or prior to the Closing Date;

(ii)            all accounts payable of each Selling Company;

(iii)           all Liabilities of each Selling Company to the extent relating to any Excluded Assets, including any Liability in connection with the Contracts listed on Schedule 2.2(e) of the Disclosure Memorandum;

(iv)           all Liabilities of each Selling Company pursuant to this Agreement or any Related Agreement (including Liabilities with respect to payment of expenses or indemnification);

(v)           any Legal Actions against any of the Selling Companies, whether or not disclosed to Purchasers on any Schedule of the Disclosure Memorandum or otherwise;

(vi)           any Liability under any Environmental Law or otherwise relating to Hazardous Substances (including any Liability associated with, resulting from or arising out of the facts and circumstances disclosed on any Schedule of the Disclosure Memorandum or otherwise), including compliance with ISRA;

(vii)          any Liability under any Transferred Contract whenever arising to the extent that it arises out of or relates to any breach of such Transferred Contract by any of the Selling Companies;

(viii)         any Liability for Taxes, including any Taxes that will arise as a result of the sale of the Transferred Assets pursuant to this Agreement, any deferred Taxes of any nature and any sales Tax related to, resulting from or arising out of the conduct of the Business by the Selling Companies;

(ix)           any Liability under the Employee Benefit Plans or relating to payroll, severance, bonuses, vacation, or sick leave of any kind offered or maintained by any of the Selling Companies for employees or any other Liability of any of the Selling Companies to or in respect of any employee or employment practices or matters, whether based on breach of contract, wrongful discharge, retaliatory discharge, bad faith, impairment of economic opportunity, intentional infliction of emotional harm or any other tort, violations of any constitutional right, age discrimination or any other form of hiring or employment discrimination, under every applicable Legal Requirements;

(x)            any Liability to any shareholder or Affiliate of any of the Selling Companies (including liability with respect to Indebtedness owed to any shareholders);

(xi)           any Liability of any of the Selling Companies with respect to Indebtedness, including any prepayment penalties associated therewith;

(xii)          any Liability arising from or claimed to have been incurred by reason of an alleged defect or defects in any products or services manufactured, distributed, rendered or sold by any of the Selling Companies;

Section 2.4              Payment of Purchase Pric e .  The consideration payable in respect of Transferred Assets shall be Eleven Million One Hundred Thousand and 00/100 Dollars ($11,100,000.00)   less the sum of the Stay Bonus Amount and the Dollar General Amount (the “ Purchase Price ”), subject to adjustment in accordance with Section 2.5, together with the assumption of the Assumed Liabilities as provided in Section 2.3.  The Purchase Price shall be allocated between the Business Assets and the Owned Real Property as set forth on Schedule 2.7 of the Disclosure Memorandum.  At the Closing, the Purchasers shall satisfy their obligation to pay the Purchase Price by:

(a)           transferring to the Remediation Trust Fund Trustee the dollar amount of the ISRA Remediation Funding Source , by wire transfer of immediately available funds to an account designated in writing by the Remediation Trust Fund Trustee;

(b)           transferring to the Escrow Agent cash in the amount of One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00) plus the Bulk Sales Escrow Amount plus the amount, if any, by which the dollar amount of the ISRA Remediation Funding Source   is less than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “ Escrow Amount ”), by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent, and otherwise complying with the Escrow Agreement (the “ Escrow Account ”); and

(c)           paying in cash at the Closing to the Selling Companies the balance of the Purchase Price (the “ Closing Payment ”), by wire transfer of immediately available funds to one or more accounts designated in writing by the Selling Companies.

(a)            Estimated Closing Statement .  No later than five (5) Business Days prior to the Closing Date, the Selling Companies shall cause to be prepared and delivered to the Business Purchaser a statement (the “ Estimated Closing Statement ”) setting forth the Selling Companies’ good faith estimate of the amount of the Adjusted Current Assets as of the Closing Date (the “ Estimated Adjusted Current Asset Amount ”).  The manner in which Current Assets is calculated for purposes of the Estimated Closing Statement shall be (i) consistent with the manner in which Current Assets has been calculated historically (viz., the parties agree the Current Assets based on the Selling Companies books and records methodology was $2,843,000 as of the end of July 2009), (ii) calculated in consultation with the Purchasers, and (iii) reasonably acceptable to the Purchasers.  Promptly upon the Purchasers’ request, the Selling Companies shall make available to the Purchasers and their advisors copies of any back-up materials as the Purchasers may reasonably request in connection with its review of the Estimated Closing Statement, including, in any case, an aging accounts receivable report dated and delivered within five (5) days of the Closing Date.

(b)            Post-Closing Purchase Price Adjustment .

(a)           Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Transferred Asset to the applicable Purchaser which by its terms or by any Legal Requirement is not assignable or transferable without a Consent or approval of any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer (a “ Nonassignable Asset ”), unless and until such Consent or approval shall have been obtained or condition satisfied.

(b)           The Selling Companies and the Purchasers, to the extent applicable, shall each use commercially reasonable efforts to obtain as expeditiously as possible any Consent or approval that may be required and to satisfy a condition necessary to the assignment or transfer of a Nonassignable Asset to the applicable Purchaser.

(c)           Unless and until any such Consent or approval that may be required is obtained or condition satisfied, to the extent permitted by applicable Legal Requirements and by the terms of the applicable Nonassignable Asset, the applicable Selling Company and the applicable Purchaser will cooperate and use commercially reasonable efforts to establish an arrangement reasonably satisfactory to the applicable Purchaser under which the applicable Purchaser would obtain the claims, rights and benefits and assume the corresponding Liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which such Selling Company would enforce for the benefit of the applicable Purchaser, in respect of such Nonassignable Asset, any and all claims, rights and benefits of such Selling Company against a third party thereto; provided , that in no event shall the applicable Purchaser or such Selling Company be required to enter into any such arrangement with respect to any Nonassignable Asset for which a Required Consent is necessary.

(d)           If and when the applicable Consents or approvals, the absence of which caused the deferral of transfer of any Nonassignable Asset pursuant to this Section 2.8, are obtained, the transfer of the applicable Nonassignable Asset to the Purchaser shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Related Agreements.

ARTICLE III

CLOSING

(a)           one (1) or more duly executed bills of sale and assignment and assumption agreements, each in the form attached as Annex C hereto (each a “ Bill of Sale and Assignment of Contract Rights ”), together with such other motor vehicle titles, deeds, assignments and other transfer documents (the “ Additional Transfer Documents ”) reasonably requested by the Purchasers, which shall be sufficient to vest good, marketable and transferable title to the Transferred Assets in the name of the applicable Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchasers shall assume the Assumed Liabilities in accordance with Section 2.3;

(b)           with respect to the Owned Real Property, a duly executed bargain and sale deed with covenants against grantor’s acts, in recordable form, together with a Seller’s Residency Certification, an Affidavit of Consideration for Use by Seller, and an Affidavit of Title in form acceptable to the Real Property Purchaser’s title company (collectively, the “ Seller’s Deed Documents ”), which shall be sufficient to vest, good, marketable and insurable fee simple title to the Owned Real Property in the name of the Real Property Purchaser, free and clear of any Liens, except for Permitted Liens;

(c)           [Reserved]

(d)           a copy of the Certificate of Incorporation or Articles of Incorporation, as applicable, of each Selling Company, together with all amendments thereto, certified by the filing officer of the jurisdiction in which such Selling Company was incorporated;

(e)           a certificate of good standing for each Selling Company, dated as of a recent date;

(f)           all of the Transferred Books and Records (at their current locations);

(g)           a copy of each Required Consent;

(h)           a certificate of non-foreign status with respect to Seller and Ronson that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2);

(i)            a certificate of the Secretary of each Selling Company: (i) attaching a true and complete copy of such Selling Company’s Bylaws (as amended to the date thereof); (ii) attaching true and complete copies of all resolutions of the board of directors and stockholders of such Selling Company adopted in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby; and (iii) setting forth the incumbency of its officers who have executed and delivered this Agreement or any Related Agreements, including therein a signature specimen for each such officer;

(j)            to the extent not previously addressed, copies of each Related Agreement contemplated to be executed and delivered by any Selling Company at or prior to the Closing, duly executed and delivered by the applicable Selling Company;

(k)           such other documents and instruments as may be required of any Selling Company by any other provision of this Agreement or as may reasonably be required of any Selling Company to consummate the transactions contemplated by this Agreement;

(l)            ISRA Closing Compliance from the New Jersey Department of Environmental Protection (the “ NJDEP ”) for the Owned Real Property, as defined at Section 7.6; and

(m)          a duly executed transition services agreement in the form attached as Annex D hereto (the “ Transition Services Agreement ”).

(a)           The Closing Payment, the Escrow Amount and the ISRA Remediation Funding Source;

(b)           one (1) or more duly executed Bills of Sale and Assumption Agreements and duly executed copies of each Additional Transfer Document requiring execution and delivery by the applicable Purchaser;

(c)           with respect to the Owned Real Property, a duly executed Affidavit of Consideration for Use by Buyer (the “ Real Property Purchaser’s Additional Deed Document ”);

(d)           a copy of the Certificates of Incorporation of each of the Purchasers, together with all amendments thereto, certified by the filing officer of the jurisdiction in which each of the Purchasers was incorporated;

(e)           a certificate of good standing for each of the Purchasers, dated as of a recent date;

(f)           a certificate of each of the Purchasers’ Secretaries: (i) attaching a true and complete copy of its Bylaws (as amended to the date thereof); (ii) attaching true and complete copies of all resolutions of the board of directors of such party adopted in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby; and (iii) setting forth the incumbency of its officers who have executed and delivered this Agreement or any Related Agreements, including therein a signature specimen for each such officer;

(g)           a duly executed Transition Services Agreement;

(h)           to the extent not previously addressed, copies of each Related Agreement contemplated to be executed and delivered by the Purchasers at or prior to the Closing, duly executed and delivered by the Purchasers, as applicable; and

(i)            such other documents and instruments as may be required of the Purchasers by any other provision of this Agreement or as may reasonably be required of the Purchasers to consummate the transactions contemplated by this Agreement.

(a)            Utilities .  Seller shall arrange for a final reading of all utility meters (covering, to the extent applicable, gas, water, electricity, heat, fuel, sewer and other utilities) as of the Closing.  If required by any utility companies, Seller and the Real Property Purchaser shall execute a letter to such utility companies advising such utility companies of the termination of Seller’s responsibility for such charges for utilities furnished to the Owned Real Property as of the Closing and commencement of the Real Property Purchaser’s responsibilities therefor from and after the Closing Date.  If a bill is obtained from any such utility companies as of the Closing Date, Seller shall pay such bill on or before the Closing and deliver proof of payment thereof to the Real Property Purchaser.  If such bill shall not have been obtained on or before Closing, then upon obtaining such bill, Seller shall pay all such utility charges as evidenced by such bill or bills to the Closing Date and the Real Property Purchaser shall pay all such utility charges thereafter.  Any bill which shall be rendered which shall cover a period both before and after the Closing Date shall be apportioned between the Real Property Purchaser and Seller on a per diem basis.  Gas, water, electricity, heat, fuel, sewer and other utilities charges, to the extent applicable, for which final meter readings cannot be obtained shall be prorated on a per diem basis.

(b)            Real Estate Taxes .  Real estate Taxes and special assessments on the Owned Real Property shall be prorated based upon the period (i.e., calendar or other tax fiscal year) to which same are attributable, regardless of whether or not any such Taxes or special assessments are then due and payable or are a lien.  Seller shall pay at or prior to Closing (or the Real Property Purchaser shall receive credit for) any unpaid Taxes or special assessments attributable to periods prior to the date of Closing (whether or not then due and payable or a lien as aforesaid).  Seller shall receive credit for any previously paid or prepaid Taxes or special assessments attributable to periods from and after the Closing Date.  In the event that as of the Closing Date, the actual tax bills for the tax year in question are not available and the amount of Taxes or special assessments to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes, shall be used; and after the Closing occurs and when the actual amount of Taxes for the period in question shall be determinable, such Taxes and special assessments will be re-prorated between the parties to reflect the actual amount of such Taxes and special assessments.

ARTICLE IV

CONDITIONS PRECEDENT

Agreement are subject to the satisfaction of, or waiver by the Purchasers of, the following conditions precedent on or before the Closing Date:

(a)           The representations and warranties of the Selling Companies in Article V of this Agreement, if qualified by a reference to materiality or Material Adverse Effect, shall be true and correct and, if not so qualified, shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing with the same effect as if made at and as of Closing (except to the extent a different date is specified therein, in which case at and as of such specified date).

(b)           Each of the Selling Companies shall have performed and complied in all material respects with all of its covenants and agreements contained in this Agreement and in any Related Agreement to be performed by such Selling Company on or prior to the Closing Date.

(c)           The Purchasers shall have received a certificate, signed by an executive officer of each Selling Company, certifying that each of the conditions set forth in Section 4.1(a) and Section 4.1(b), as applicable to each such Selling Company, have been satisfied as of Closing.

(d)           The Purchasers shall have received written evidence reasonably satisfactory to Purchasers that all Consents and approvals set forth in Schedule 4.1(d) of the Disclosure Memorandum (the “ Required Consents ”) have been obtained without material conditions or qualifications.

(e)           No action or proceeding by any Governmental Authority or other Person shall have been instituted and no Legal Requirement shall have been enacted or come into effect, after the date hereof, (i) that enjoins, restrains, prohibits or results in substantial damages to the Purchasers or any of their Affiliates in respect of any provision of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby or thereby or (ii) that imposes or confirms any material limitation, or that would reasonably be expected to impose or confirm any material limitation, on the operation of the Business or on the ability of the Purchasers or any of their Affiliates effectively to exercise full rights of ownership of the Transferred Assets.

(f)           The Selling Companies shall have delivered to the Purchasers, without expense to the Purchaser, any certificates, affidavits or other documents reasonably required by the Purchasers’ title insurer (if any) to permit the Purchasers to obtain or update title insurance insuring fee simple marketable title to the Owned Real Property free and clear of all Liens other than Permitted Liens.

(g)           The Purchasers shall have received from the Selling Companies ISRA Closing Compliance from the NJDEP for the Owned Real Property and the Selling Companies shall have fully funded the ISRA Remediation Funding Source

(and any other financial assurance needed in connection with ISRA Closing Compliance) as set forth in Section 7.6(a).

(h)           The Real Property Purchaser shall have determined, in good faith, based upon consultation with its environmental consultants and counsel, that the ISRA Remediation Funding Source and the Additional Remediation Funding Source are, in the aggregate, adequate to fully remediate all Liability and Losses under any Environmental Laws at or related to the Owned Real Property or arising from Release of a Hazardous Substance at the Owned Real Property, all in accordance with applicable Legal Requirements.

(i)           [Reserved]

(j)           The Selling Companies shall have delivered a complete and accurate aging accounts payable report, reasonably satisfactory to the Business Assets Purchaser, dated as of and within five (5) days prior to the Closing Date.

(k)           The Selling Companies shall have delivered a restated Disclosure Memorandum dated, and including disclosures through and including, the Closing Date.

(l)           The Real Estate Purchaser shall have received a Phase II Environmental Assessment of the Owned Real Property with results that are satisfactory to the Real Estate Purchaser, in its sole discretion.

(m)           Seller shall not have materially breached the terms and conditions of the Inventory Agreement and failed to cure (or be in the process of curing) after receipt of written notice thereof pursuant to the terms of the Inventory Agreement.

Section 4.2             Conditions to the Obligations of the Selling Companies .  The obligation of the Selling Companies to consummate the transactions contemplated by this Agreement are subject to the satisfaction of, or waiver by the Selling Companies of, the following conditions precedent on or before the Closing Date:

(a)           The representations and warranties of the Purchasers in this Agreement, if qualified by a reference to materiality, shall be true and correct and, if not so qualified, shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing with the same effect as if made at and as of Closing (except to the extent a different date is specified therein, in which case at and as of such specified date).

(b)           The Purchasers shall have performed and complied in all material respects with all of its covenants and agreements contained in this Agreement and in any Related Agreement to be performed by it on or prior to the Closing Date.

(c)           The Selling Companies shall have received a certificate, signed by an executive officer of each of the Purchasers, certifying that each of the conditions set forth in Section 4.2(a) and Section 4.2(b) have been satisfied as of Closing.

(d)           The Selling Companies shall have received all necessary corporate and shareholder authorization with respect to the execution, delivery and performance of this Agreement and any Related Agreements, and the consummation of the transactions contemplated hereby and thereby.

(e)           No action or proceeding by any Governmental Authority or other Person shall have been instituted and no Legal Requirement shall have been enacted or come into effect, after the date hereof, that enjoins, restra