EQUITY INTEREST PURCHASE AGREEMENT

Purchase and Sale Agreement

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FUEL SYSTEMS SOLUTIONS, INC | TELEFLEX INCORPORATED

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Title: EQUITY INTEREST PURCHASE AGREEMENT
Governing Law: Pennsylvania Date: 7/22/2009
Industry: Auto and Truck Parts Law Firm: Ballard Spahr Sector: Consumer Cyclical

EQUITY INTEREST PURCHASE AGREEMENT, Parties: fuel systems solutions inc , teleflex incorporated

Exhibit 2.1

EQUITY INTEREST PURCHASE AGREEMENT by and between FUEL SYSTEMS SOLUTIONS, INC., the Buyer, and TELEFLEX INCORPORATED, the Seller, Dated as of July 19, 2009

TABLE OF CONTENTS

			Page

ARTICLE I DEFINITIONS			1
Section	1.1	Specific Definitions	1
Section	1.2	Other Terms	1
Section	1.3	Other Definitional Provisions	1

ARTICLE II PURCHASE AND SALE			2
Section	2.1	Purchase and Sale of the Equity Interests	2
Section	2.2	Purchase Price; Manner of Payment	2
Section	2.3	Closing	2
Section	2.4	Deliveries of the Seller at Closing	2
Section	2.5	Deliveries of the Buyer at Closing	4
Section	2.6	Transfer Taxes	4
Section	2.7	Excluded Assets	4
Section	2.8	Allocation of Purchase Price	5
Section	2.9	Closing Date Cash	5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER			6
Section	3.1	Organization	6
Section	3.2	Authorization	6
Section	3.3	Capitalization of the Acquired Companies	6
Section	3.4	No Conflict	7
Section	3.5	Consents and Approvals	7
Section	3.6	Financial Information	7
Section	3.7	Litigation	8
Section	3.8	Compliance with Law	8
Section	3.9	Material Contracts	9
Section	3.10	Title and Condition of Assets	10
Section	3.11	Real Property	10
Section	3.12	Intellectual Property	11
Section	3.13	Taxes	13
Section	3.14	Environmental Matters	14
Section	3.15	Labor Matters	15
Section	3.16	Employee Benefit Matters	16
Section	3.17	Brokers and Finders	17
Section	3.18	Bank Accounts	18
Section	3.19	Indebtedness	18
Section	3.20	Insurance	18
Section	3.21	Absence of Changes	18
Section	3.22	Business of the Acquired Companies	18
Section	3.23	Customers and Suppliers	18
Section	3.24	Product Liability; Product Warranties	19
Section	3.25	Certain Payments	19
Section	3.26	Books and Records	19

Section	3.27	Information	20

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER			20
Section	4.1	Incorporation and Authority	20
Section	4.2	Investment Representation	20
Section	4.3	Consents and Governmental Approvals	21
Section	4.4	No Conflict	21
Section	4.5	Brokers and Finders	21
Section	4.6	Financial Capability	21
Section	4.7	Regulatory Matters	21
Section	4.8	Litigation	21
Section	4.9	Knowledge	22

ARTICLE V CONDITIONS TO THE BUYER’S OBLIGATIONS			22
Section	5.1	Governmental Consents	22
Section	5.2	No Law or Action	22
Section	5.3	Representations and Warranties; Covenants	22
Section	5.4	Material Waivers	22

ARTICLE VI CONDITIONS TO THE SELLER’S OBLIGATIONS			22
Section	6.1	Governmental Consents	22
Section	6.2	No Law or Action	23
Section	6.3	Representations and Warranties; Covenants	23
Section	6.4	Purchase Price	23

ARTICLE VII ADDITIONAL COVENANTS OF THE PARTIES			23
Section	7.1	Conduct of the Business Prior to the Closing	23
Section	7.2	Access to Information	25
Section	7.3	Registrations, Filings and Consents	25
Section	7.4	Title to Assets; Further Assurances; Cooperation	26
Section	7.5	Tax Matters	27
Section	7.6	Closing Date Financial Information	31
Section	7.7	Transfer of Excluded Assets; ERC Earnout	31
Section	7.8	Transfer of TET Business	31
Section	7.9	No Negotiation	32
Section	7.10	Books and Records	32
Section	7.11	Termination of Affiliate Transactions	32
Section	7.12	Intellectual Property	32
Section	7.13	Covenant Not to Compete	33
Section	7.14	Insurance	34
Section	7.15	Disclosure; Investigation	35
Section	7.16	Employee Matters	35
Section	7.17	Foreign Implementing Agreements	36
Section	7.18	Credit Support	36
Section	7.19	Audited Financial Statements	37
Section	7.20	Cofraca Warranty Assistance	37
Section	7.21	Minute Books and Share Transfer Records	37

ARTICLE VIII INDEMNIFICATION			37
Section	8.1	Survival; Knowledge of Breach	37
Section	8.2	Indemnification	38
Section	8.3	Method of Asserting Claims, etc	39
Section	8.4	Indemnification Amounts	40
Section	8.5	Losses Net of Insurance, etc.	41
Section	8.6	Sole Remedy/Waiver	42
Section	8.7	No Consequential Damages	42
Section	8.8	No Set-Off	42

ARTICLE IX MISCELLANEOUS PROVISIONS			42
Section	9.1	Termination	42
Section	9.2	Effect of Termination	43
Section	9.3	Notice	43
Section	9.4	Entire Agreement	44
Section	9.5	Assignment; Binding Agreement	44
Section	9.6	Counterparts	44
Section	9.7	Headings; Interpretation	44
Section	9.8	Expenses	45
Section	9.9	Governing Law	45
Section	9.10	No Third Party Beneficiaries	45
Section	9.11	Amendments and Waivers	45
Section	9.12	Severability	45
Section	9.13	Disclosure Schedule	46
Section	9.14	Public Announcements	46
Section	9.15	Notices of Breaches, etc	46
Section	9.16	Return of Information	46

Exhibits

A	Definitions

B	Direct Acquired Companies

C	Indirect Acquired Companies

D	Selling Subsidiaries

E	Form of Kitchener Lease Agreement

F	Form of Transition Services Agreement

G	Form of Mutual Release Agreement

H	Form of Intellectual Property Transfer Agreement

I	Form of TET Assignment and Assumption Agreement

iii

EQUITY INTEREST PURCHASE AGREEMENT

THIS EQUITY INTEREST PURCHASE AGREEMENT is made and entered into as of the 19th day of July, 2009, by and between TELEFLEX INCORPORATED, a Delaware corporation (the “ Seller ”), and FUEL SYSTEMS SOLUTIONS, INC., a Delaware corporation (the “ Buyer ”).

RECITALS

WHEREAS, the Seller owns and operates the Business (as defined herein) through direct and indirect subsidiaries; and

WHEREAS, the Seller desires to cause the Selling Subsidiaries (as defined herein) to sell to the Buyer, and the Buyer desires to purchase from the Selling Subsidiaries, all of the outstanding capital stock (or equity equivalents) of each of the Direct Acquired Companies (as defined herein), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, the representations and warranties and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

		ARTICLE I
		DEFINITIONS

Section 1.1		Specific Definitions . As used in this Agreement, the terms identified on

Exhibit A attached hereto shall have the meanings set forth or referred to in such Exhibit A .

Section 1.2 Other Terms . Other terms may be defined elsewhere in the text of this

Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

Section 1.3 Other Definitional Provisions .

(a) The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall, unless otherwise qualified, refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b) Whenever the words “include,” “includes” or “including” (or any variation thereof) are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

	(c)	References herein to “days,” unless otherwise indicated, are to consecutive
calendar days.

	(d)	References to specific Articles and Sections are to the Articles and

Sections of this Agreement, unless specifically stated otherwise.

(e) All accounting terms not specifically defined herein shall, to the extent not inconsistent with the express terms of this Agreement, be construed in conformity with GAAP.

(f) The terms defined in the singular herein shall have a comparable meaning when used in the plural, and vice versa.

(g) All references to “dollars” or “$” shall mean “U.S. dollars”.

(h) All references herein to a particular “Schedule” shall mean such schedule as it is included in the Disclosure Schedules attached hereto.

(i) References to any United States legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than the United States, be deemed to include what most nearly approximates in that jurisdiction to the United States legal term.

ARTICLE II
PURCHASE AND SALE

Section 2.1 Purchase and Sale of the Equity Interests . On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall cause the Selling Subsidiaries to sell, assign and deliver to the Buyer or Buyer’s nominee(s) the Equity Interests free and clear of all Liens and the Buyer shall purchase and accept the Equity Interests from the Selling Subsidiaries.

Section 2.2 Purchase Price; Manner of Payment . The aggregate purchase price for the Equity Interests, the Transferred Intellectual Property and the TET Assets shall be $15,000,000 (the “ Purchase Price ”). The Buyer shall pay, or cause the Buyer’s nominee(s) to pay, the Purchase Price at the Closing by delivering to the Seller an amount of cash by wire transfer of immediately available funds equal to the Purchase Price to one or more bank accounts designated in writing by the Seller. The Purchase Price is subject to adjustment as provided in Section 2.9 .

Section 2.3 Closing . The consummation of the transactions contemplated hereby (the “ Closing ”) shall take place simultaneously at (i) the offices of Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, 51 ^st Floor, Philadelphia, Pennsylvania 19103-7599, at 10:00 a.m. local time and (ii) the office of a civil law notary partner of the law firm of Houthoff Buruma N.V. at its office in Amsterdam, The Netherlands at 6:00 p.m. local time, in each case on the second (2 ^nd ) Business Day following the date on which all the conditions to Closing in Articles V and VI are satisfied or waived, or at such other place, such other date or at such other time as may be mutually agreed upon in writing by the Parties (the day on which the Closing takes place being the “ Closing Date ”). Notwithstanding anything to the contrary herein, the Closing will be deemed to have taken place at 6:00 p.m. (EDT) on the Closing Date (the “ Effective Time ”).

Section 2.4 Deliveries of the Seller at Closing . Subject to the conditions to the obligations of the Seller in Article VI , at or prior to the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following:

(a) certificates evidencing the Equity Interests for each Direct Acquired Company, except with respect to the limited partnership interests in each of Ecotrans LP (the “ Ecotrans LP Interests ”) and GFI LP (the “ GFI LP Interests ”), duly endorsed in blank or with appropriate stock powers attached thereto duly endorsed in blank and other documents or instruments that are required by Law to convey, transfer and assign to the Buyer all right, title and interest in and to the Equity Interests (including, in the case of any entities formed under the laws of The Netherlands, the execution of a notarial deed of transfer executed before a civil law notary in The Netherlands in form reasonably acceptable to the Buyer);

(b) the shareholders registers of Necam Holding B.V., Necam B.V. and Teleflex GFI Europe, B.V.;

(c) duly executed assignments of the Ecotrans LP Interests and the GFI LP Interests and other documents or instruments that are required by Law to convey, transfer and assign to the Buyer all right, title and interest in and to such limited partnership interests from TFX Holding to the Buyer;

(d) duly executed resignations, effective as of the Closing Date, of each officer and member of the board of directors of each Acquired Company, which, for non-employee officers and directors only, shall include a release, the form and substance of which shall be reasonably acceptable to the Buyer and the Seller;

	(e)	the Kitchener Lease Agreement duly executed by the Seller or an Affiliate
of the Seller;
	(f)	the Transition Services Agreement duly executed by the Seller;
	(g)	the Mutual Release Agreement duly executed by the Seller and its

Affiliates which are a party thereto;

(h) the Intellectual Property Transfer Agreement duly executed by the Seller and its Affiliates which are a party thereto;

(i) the TET Assignment and Assumption Agreement, duly executed by the applicable Affiliates of the Seller;

(j) the Foreign Implementing Agreements, if any, duly executed by the Seller and/or one or more of its Affiliates which are a party thereto;

(k)	the certificate required under Section 5.3 ;

(l)	the schedule contemplated by Section 7.16(a) ;

(m)	a list of all Employees as of the Closing Date updating the list

contemplated by Section 3.15(b) (including the information described in Section 7.16(a) );

(n) the Material Waivers; and

(o) the minute books and share transfer records of each Acquired Company or the foreign Law equivalent thereof.

Section 2.5 Deliveries of the Buyer at Closing . Subject to the conditions to the obligations of the Buyer in Article V , at or prior to the Closing, the Buyer shall deliver or cause to be delivered to the Seller:

(a)	the Purchase Price in accordance with Section 2.2 ;

(b)	the Kitchener Lease Agreement duly executed by the Buyer;

(c)	the Transition Services Agreement duly executed by the Buyer and its

Affiliates which are a party thereto;

(d) the Mutual Release Agreement duly executed by the Buyer;

(e) the Intellectual Property Transfer Agreement duly executed by the Buyer;

(f) the TET Assignment and Assumption Agreement, duly executed by the TET Transferee;

(g) the Foreign Implementing Agreements, if any, duly executed by the Buyer and/or one or more of its Affiliates which are a party thereto; and

(h)		the certificate required under Section 6.3 .
Section 2.6		Transfer Taxes . Sales taxes, transfer taxes, stamp taxes, conveyance

taxes, intangible taxes, documentary recording taxes, license and registration fees, notarial fees, filing fees and recording fees and all other similar taxes and fees imposed upon the transfer of the Equity Interests or the execution of any Ancillary Agreement (other than the TET

Assignment and Assumption Agreement, the Intellectual Property Transfer Agreement and the Mutual Release Agreement) hereunder (and/or the filing or recording of any documents or instruments in connection therewith) (collectively, the “ Transfer Taxes ”) shall be paid by the Buyer. The Seller and the Buyer shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangement designed to minimize any applicable Transfer Taxes.

Section 2.7 Excluded Assets . Prior to the Closing, the Seller shall use all reasonable efforts to cause the Acquired Companies, as applicable, to assign and transfer to the Seller or an Affiliate of the Seller, which assignment and transfer shall be effective immediately prior to the Effective Time, (i) the ownership interest of Teleflex GFI in the real property and the improvements thereon (but, for the avoidance of doubt, excluding fixtures, which are included in Assets) located at 100 Hollinger Crescent, Kitchener, Ontario, Canada, N2K 2Z3 (the “ Kitchener Facility ”) and (ii) legal title to the other assets and properties listed on Schedule 2.7 (collectively, the “ Excluded Assets ”). For the avoidance of doubt, except as set forth in the Transition Services Agreement, the Buyer shall not have any rights to corporate resources and services provided to the Business or the Acquired Companies by the Seller or by any of its Affiliates (other than an Acquired Company), including (i) corporate legal counsel, (ii) corporate accounting, consolidation and financial reporting/taxes, (iii) treasury services, (iv) information

technology, (v) insurance/risk management administration, (vi) human resource management (including benefits administration and payroll) and (vii) environmental health and safety consultation.

Section 2.8 Allocation of Purchase Price . The Purchase Price shall be allocated among the Equity Interests, the Transferred Intellectual Property and the TET Assets in the manner set forth on Schedule 2.8 (the “ Allocation ”). Any Adjustment Payment shall be considered an adjustment to the Purchase Price and allocated in the manner specified in the Allocation applied mutatis mutandis. The Seller and the Buyer agree to report the allocation of the Purchase Price among the Equity Interests, the Transferred Intellectual Property and the TET Assets in a manner entirely consistent with the Allocation in the preparation and filing of all Tax Returns. Neither the Buyer nor the Seller shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with or contrary to the Allocation unless required to do so by Law.

Section 2.9 Closing Date Cash . Within five (5) Business Days following the Closing, the Buyer shall deliver to the Seller a written statement (the “ Closing Date Cash Statement ”) specifying the aggregate amount of cash in the bank accounts listed on Schedule 3.18 (the “ Bank Accounts ”) as of the Effective Time (the “ Closing Date Cash Amount ”), together with copies of all bank statements for the Bank Accounts used to calculate the Closing Date Cash Amount. The Closing Date Cash Amount shall be expressed in U.S. Dollars and for purposes of converting Canadian dollars and Euros to U.S. Dollars in the calculation of the Closing Date Cash Amount, the exchange rate to be used shall be the Canadian Exchange Rate and the Euro Exchange Rate, respectively. If the Closing Date Cash Amount shown on the Closing Date Cash Statement exceeds the Closing Date Cash Target, then the Buyer shall pay to the Seller such excess on the date of the Buyer’s delivery of the Closing Date Cash Statement to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller. If the Closing Date Cash Amount shown on the Closing Date Cash Statement is less than the Closing Date Cash Target, then the Seller shall pay to the Buyer such deficiency within five (5) Business Days after the Seller’s receipt of the Closing Date Cash Statement by wire transfer of immediately available funds to a bank account designated by the Buyer. The payment, if any, required to be made under this Section 2.9 is referred to herein as the “ Adjustment Payment .” The Closing Date Cash Amount shall be reduced by any checks issued but not cleared through an Acquired Company’s bank account as of the Effective Time for payment (i) to the Seller or any of its Affiliates (other than an Acquired Company), (ii) in satisfaction of any Seller’s Retention Obligations, and (iii) of any severance payments for employee terminations occurring prior to the Closing Date. The Parties’ payment obligations under this Section 2.9 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason or under any other agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby makes the following representations and warranties to the Buyer and acknowledges that the Buyer is relying on such representations and warranties in connection with its purchase of the Acquired Equity Interests:

Section 3.1 Organization . Seller, each of the Acquired Companies and each of the Selling Subsidiaries has been duly incorporated or formed, is validly existing and is in good standing (or its equivalent under Law) under the laws of its jurisdiction of incorporation or formation, with the requisite power (corporate or otherwise) and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as now being conducted. Each of the Selling Subsidiaries has the requisite power (corporate or otherwise) and authority to own the Equity Interests and each of the Acquired Companies that owns Indirect Equity Interests has the requisite power (corporate or otherwise) and authority to own such Indirect Equity Interests. Seller, each of the Acquired Companies and each of the Selling Subsidiaries has not (i) been dissolved and is not the subject of, or involved in, any procedure for division, nor has any resolution or decision been adopted, petition submitted or Proceedings initiated by the Seller, a Selling Subsidiary or an Acquired Company to such effect, nor (ii) been declared bankrupt, granted a moratorium of payments, nor are there any petitions, Proceedings, notices or requests of any of them, or, to the Seller’s Knowledge, petitions, Proceedings, notices or requests by one or more third parties with respect to any of them, to this effect. Each of the Acquired Companies is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification.

Section 3.2 Authorization . The Seller and each of the Selling Subsidiaries have the full power (corporate or otherwise) and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding agreement of the Seller enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a Proceeding at law or equity (collectively, “ Bankruptcy Laws and Equitable Principles ”) and no other actions on the part of the Seller are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. The Ancillary Agreements have been or will be duly authorized, executed and delivered by the Seller or one or more of its Affiliates, as applicable, and will constitute legal, valid and binding agreements of the Seller or the Seller’s Affiliates, as applicable, enforceable against it in accordance with its terms, subject to Bankruptcy Laws and Equitable Principles.

Section 3.3 Capitalization of the Acquired Companies . The authorized and issued capital stock (or equivalent equity interests) of each Acquired Company is as set forth on

Schedule 3.3 . Each of IRR, Ecotrans Technologies, Inc., Necam Holding BV, Teleflex GFI Europe BV and each Selling Subsidiary is the legal and beneficial owner of all of the Acquired Equity Interests, as applicable, set forth opposite its name on Schedule 3.3 free and clear of all Liens. Teleflex Ecotrans (a Direct Acquired Company) is the legal and beneficial owner of the Ecotrans LP GP Interest as set forth opposite its name on Schedule 3.3 free and clear of all Liens and Teleflex GFI (a Direct Acquired Company) is the legal and beneficial owner of the GFI LP GP Interest as set forth opposite its name on Schedule 3.3 free and clear of all Liens. No depositary receipts have been issued with respect to any of the Acquired Equity Interests. The Acquired Equity Interests have been validly issued and are fully paid and non-assessable and are the only equity interests of the Acquired Companies outstanding. Except as set forth on Schedule 3.3 , none of the Acquired Equity Interests is subject to any shareholders’ agreements, partnership agreements, operating agreements, voting trusts or proxies, with respect to the voting thereof and there are no outstanding warrants, options, rights, convertible or exchangeable securities or other Contracts (other than this Agreement) pursuant to which a Selling Subsidiary or an Acquired Company is or may become obligated to issue, sell, purchase, return or redeem any equity interests. Except as set forth on Schedule 3.3 , no Acquired Company has any subsidiaries or owns any shares of capital stock (or equivalent equity interests) of any other Person. Except as set forth on Schedule 3.3 , no Person other than the Seller or a Selling Subsidiary has any right to any distribution from, or calculated on the basis of, any of the Acquired Companies’ profits, income or equity.

Section 3.4 No Conflict . Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Seller, a Selling Subsidiary or an Acquired Company is a party, nor the consummation of the transactions contemplated hereby or thereby will (a) violate, contravene or result in a breach of any provision of the certificate of incorporation, certificate of formation, operating agreement, limited partnership agreement or other similar organizational document of the Seller, a Selling Subsidiary or an Acquired Company; (b) violate, contravene or result in a breach of any Law or any injunction, order or decree of any Governmental Authority to which the Seller, a Selling Subsidiary or an Acquired Company is subject except, in all cases, for such violations that would not prohibit or materially impair the Seller’s ability to perform its obligations under this Agreement or any Ancillary Agreement; or (c) except as described on Schedule 3.4 , result in the creation of any Lien (other than a Permitted Lien or Liens created by the Buyer) on any Asset or the Acquired Equity Interests.

Section 3.5 Consents and Approvals . The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Seller, the Selling Subsidiaries or the Acquired Companies, as the case may be, do not and will not require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority, except (a) as set forth in Schedule 3.5 , (b) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by Seller and the Selling Subsidiaries of the transactions contemplated by this Agreement and the Ancillary Agreements and (c) as may be necessary as a result of facts or circumstances relating solely to the Buyer.

Section 3.6 Financial Information . Schedule 3.6 sets forth the (i) unaudited pro forma balance sheet of the Business as of December 31, 2008 and the related unaudited pro forma profit and loss statement for the Business for the twelve-month period ended December 31, 2008

and (ii) unaudited pro forma balance sheet of the Business as of May 3, 2009 and the related unaudited pro forma profit and loss statement for the Business for the four-month period ended May 3, 2009 ((i) and (ii), collectively, the “ Financial Information ”). The Financial Information was derived from the internal books and records of the Seller and the Acquired Companies, has been prepared in accordance with GAAP, except as set forth in Schedule 3.6 , and presents fairly the financial condition and results of operations of the Business in all material respects as of the dates and for the periods referred to therein. The allocations and estimates reflected in the Financial Information were based on assumptions that the Seller believes were reasonable with respect to the Business as conducted during the time periods reflected in the Financial Information. The Seller makes no other representations with regard to the Financial Information. The Buyer acknowledges that (a) the Financial Information was prepared solely for the purpose of this Agreement, (b) the Business was not conducted on a stand-alone basis as a separate entity during the periods indicated in the Financial Information and (c) the Financial Information does not include allocations or estimates with respect to affiliate services and, therefore, the Financial Information is not indicative of the costs that would have resulted if the Business had been operated and conducted on a stand-alone basis as a separate entity during such periods or indicative of such costs that will result following the Closing.

Section 3.7 Litigation . Except as set forth on Schedule 3.7 , there is no material Proceeding pending, or, to the Seller’s Knowledge, threatened within the twelve (12) months immediately preceding the date hereof against the Seller or a Selling Subsidiary (in each case, with respect to the Business) or any Acquired Company at law, in equity or otherwise, in, before, or by, any Governmental Authority. There are no material unsatisfied judgments or material outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court, an administrative agency or by an arbitrator) against the Seller or a Selling Subsidiary (in each case, with respect to the Business) or any of the Assets, Equity Interests, Business or Acquired Companies. Except as set forth on Schedule 3.7 , to the Seller’s Knowledge, none of the Acquired Companies has been the subject of an investigation by a Governmental Authority in the five (5) years immediately preceding the date hereof.

Section 3.8 Compliance with Law . Except as set forth on Schedule 3.8 , the Business is in material compliance with Law and, to the Seller’s Knowledge, neither the Seller, any Selling Subsidiary nor any Acquired Company has received any notice within the twelve (12) months immediately preceding the date hereof from any Governmental Authority asserting any material violation of Law. Except as set forth in Schedule 3.8 , all governmental approvals, permits and licenses required to be held in order to conduct the Business (each, a “ Permit ” and collectively, the “ Permits ”) have been obtained and are in full force and effect and are being complied with in all material respects. No Proceeding is pending or, to the Seller’s Knowledge, threatened within the twelve (12) months immediately preceding the date hereof to revoke or limit any Permit. Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Seller, a Selling Subsidiary or an Acquired Company is a party, nor the consummation of the transactions contemplated hereby or thereby will violate, contravene or result in a breach or termination of any Permit. Notwithstanding the forgoing, no representation or warranty is made under this Section 3.8 in respect of any (i) matters relating to the Leased Real Property and compliance of the Leased Real Property with Laws, which are addressed exclusively in Section 3.11 , (ii) employee benefit matters, which are addressed exclusively in Section 3.16 , (iii) intellectual property matters, which are addressed exclusively in Section 3.12 ,

(iv) matters relating to Environmental Laws and Environmental Permits or the environmental condition of any of the Assets, which are addressed exclusively in Section 3.14 and (v) matters relating to Taxes, which are addressed exclusively in Section 3.13 .

Section 3.9 Material Contracts . Schedule 3.9 contains a complete and accurate list of all Contracts to which the Seller, a Selling Subsidiary or an Affiliate of the Seller (in each case, with respect to the Business) or an Acquired Company is a party as of the date hereof: (a) under which the Seller or a Selling Subsidiary reasonably anticipates will involve aggregate payments for goods or services by or to any of the Acquired Companies or, with respect to the Business, any other Affiliate of the Seller, of more than $200,000 in the next twelve (12) months (it being understood that, for purposes of this subsection (a), purchase orders from customers and to suppliers are excluded); (b) that require the Business to deal exclusively with the counterparty or that prohibit the Business from competing in any product or geographic market; (c) for the lease of any personal property involving annual lease payments in excess of $50,000 per year; (d) relating to the purchase of any business or Person (or all or any substantial portion of the assets of any business, business unit, facility or Person) or the sale of any assets outside the ordinary course of the Business entered into within three (3) years from the date hereof; (e) relating to any employment, consulting or similar agreement requiring payment by the Business of base annual fees or compensation in excess of $100,000 to any Person; (f) evidencing Indebtedness; and (g) providing for capital expenditures after the date hereof in excess of $50,000, individually. The Seller has provided to the Buyer a list of all purchase orders in existence as of the applicable Purchase Order Report Date issued by or to an Acquired Company or to any other Affiliate of the Seller with respect to the Business under which the Seller or a Selling Subsidiary reasonably anticipates will involve aggregate payments for goods or services by or to any of the Acquired Companies or to any other Affiliate of the Seller with respect to the Business of more than $200,000 in the next twelve (12) months (the “ Listed Purchase Orders ”). The Contracts listed (or required to be listed) on Schedule 3.9 and the Listed Purchase Orders are referred to collectively herein as the “ Material Contracts .” Except as set forth on Schedule 3.9 , neither the execution and delivery of this Agreement or any Ancillary Agreements to which the Seller, a Selling Subsidiary or an Acquired Company is a party, nor the consummation of the transactions contemplated hereby or thereby will result in any breach of, or constitute a default (or an event which with the giving of notice or lapse of time, or both, would become a default) under any Material Contract or require the approval of or notice to any third party or give any other party thereto any rights of termination, modification or cancellation under any Material Contract, result in the automatic termination, cancellation or modification of any Material Contract or result in, or give any other party thereto the right to accelerate or increase any obligation of an Acquired Company or any other Affiliate of the Seller with respect to the Business under a Material Contract. Each Material Contract is, as of the date hereof, valid and is in full force and effect in accordance with the terms of such Material Contract. Except as set forth on Schedule 3.9 , there is no material default or claim of material default by the Seller, a Selling Subsidiary, an Acquired Company or an Affiliate of the Seller under any Material Contract or, to the Seller’s Knowledge, by any other party to a Material Contract, and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a default by the Seller, a Selling Subsidiary, an Acquired Company or an Affiliate of the Seller or, to the Seller’s Knowledge, any other party thereto under any Material Contract, or would permit termination or result in automatic termination of any Material Contract, or result in the creation of a Lien (other than a Permitted Lien) on any of the Assets or Acquired Equity Interests or result in the modification, acceleration

or increase of any obligations of an Acquired Company or, with respect to the Business, any other Affiliate of the Seller, under a Material Contract.

Section 3.10 Title and Condition of Assets .

(a) Except as set forth on Schedule 3.10(a) or as otherwise provided in this Agreement or the Ancillary Agreements, an Acquired Company owns, leases or has the legal right to use all of the Assets (excluding the Leased Real Property, which is the subject of Section 3.11 , and Intellectual Property, which is the subject of Section 3.12 ), and has good title to (or in the case of leased Assets, valid leasehold interest in) all Assets (excluding the Leased Real Property, which is the subject of Section 3.11 , and Intellectual Property, which is the subject of Section 3.12 ), free and clear of all Liens, except Permitted Liens. The TET Transferors own, lease or have the legal right to use all of the TET Assets and have good title to (or in the case of leased TET Assets, valid leasehold interest in) all TET Assets free and clear of all Liens, except Permitted Liens. Except for the Excluded Assets, the Assets (excluding the Leased Real Property, which is the subject of Section 3.11 , and Intellectual Property, which is the subject of Section 3.12 ), together with the rights granted to the Buyer pursuant to this Agreement, the Kitchener Lease Agreement, the Transition Services Agreement, the Intellectual Property Transfer Agreement and the TET Assignment and Assumption Agreement, will constitute at the Effective Time all of the assets necessary to conduct the Business in all material respects as the Business is presently conducted. All of the material tangible assets of the Acquired Companies are situated at the Leased Real Property or the Kitchener Facility, except for inventory in transit, assets out for demonstration or rental (in which case the assets are in the possession of customers or potential customers of the Acquired Companies) and assets under the control of employees of the Acquired Companies in the ordinary course of the Business.

(b) Except as reflected in the Financial Information or as set forth in Schedule 3.10(b) , the tangible assets included in the Assets (excluding the Leased Real Property, which is the subject of Section 3.11 ), taken as a whole, are in satisfactory and serviceable condition, subject to normal wear and tear and impairments of value.

Section 3.11 Real Property .

(a) Schedule 3.11(a) describes and lists the name of the landlord of all real property leased or licensed for use by each of the Acquired Companies (the “ Leased Real Property ”) and the related leases entered into by each of the Acquired Companies (the “ Leases ”). To the Seller’s Knowledge, each Acquired Company has a valid leasehold interest in the Leased Real Property leased by it, subject, in all cases, to Permitted Liens and, to the Seller’s Knowledge, has the exclusive right to use and occupy the Leased Real Property for the purpose of operating the Business as it is presently conducted.

(b) To the Seller’s Knowledge, the current use or occupancy of the Leased Real Property or operation of the Business thereon does not violate in any material respect any applicable building, zoning, subdivision, health and safety and other land use Laws. To the Seller’s Knowledge, none of the buildings or structures located on the Leased Real Property encroaches on any real property owned by a third party. The Leased Real Property is serviced by public utilities necessary for occupation of such properties and has access to public roads.

(c) Except for the Kitchener Facility (which will be transferred prior to the Closing pursuant to Section 7.7 ), none of the Acquired Companies owns any interest in real property other than the leasehold interests pursuant to the Leases. The Leased Real Property consists of all real property leased for the benefit of the Business. There is no lease of real property that is necessary to operate the Business as presently conducted by the Acquired Companies that is not a Lease.

(d) Except as set forth on Schedule 3.11(d) , to the Seller’s Knowledge, all material buildings, structures and material fixtures leased by the Acquired Companies or included in the Leased Real Property are in operating condition and in satisfactory repair and adequate for the operation of the Business as currently conducted thereon.

(e) Each Lease is, as of the date hereof, valid and is in full force and effect in accordance with the terms of such Lease. Except as set forth on Schedule 3.11(e) , there is no material default or claim of material default by an Acquired Company under any Lease, nor to the Seller’s Knowledge, by any landlord under any Lease, and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a material default by an Acquired Company or, to the Seller’s Knowledge, the landlord under any Lease, or would permit termination of any Lease, or result in the creation of a Lien (other than a Permitted Lien) on any of the material Assets. Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Seller, a Selling Subsidiary or an Acquired Company is a party, nor the consummation of the transactions contemplated hereby or thereby will result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under any Lease or give to the landlord any rights of termination or cancellation under any Lease.

(f) No part of the Leased Real Property has been expropriated by any Governmental Authority during the term of the respective Lease nor, to the Seller’s Knowledge, has any written notice or Proceeding in respect thereof been given or commenced.

(g) The representations and warranties contained in this Section 3.11 and Section 3.14 shall be the exclusive representations and warranties with respect to the Leased Real Property, and notwithstanding any other provision contained in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to the Leased Real Property.

Section 3.12 Intellectual Property .

(a) Set forth on Schedule 3.12(a) is a list of all patents, registered trademarks, registered copyrights, domain names and all registration applications for any of the foregoing, included in the Intellectual Property owned by an Acquired Company except for those patents, registered trademarks, registered copyrights, domain names and all registration applications for any of the foregoing owned by an Acquired Company but not reflected in Schedule 3.12(a) which have been abandoned or have expired, specifying as to each item, as applicable: (i) the owner of the item; (ii) the jurisdiction in which the item is issued or registered or which any application for issuance or registration has been filed; (iii) the respective issuance, registration or application number of such item; and (iv) the date of application and issuance or registration of

the item. Except for the Excluded Assets, the Assets, together with the rights granted to the Buyer pursuant to this Agreement and the Intellectual Property Transfer Agreement, include all of the Intellectual Property and the rights thereto necessary for the operation of the Business in all material respects as the Business is presently conducted.

(b) Schedule 3.12(b) lists, as of the date hereof, all licenses, sublicenses, consents and other written agreements by which an Acquired Company or any other Affiliate of the Seller (with respect to the Business) (i) is authorized to use any material Intellectual Property (other than any non-material end-user, non-exclusive licenses of off-the-shelf computer programs) and (ii) licenses or otherwise authorizes a third party to use any Intellectual Property owned by an Acquired Company or listed on Schedule 3.12(c) (the “ IP Contracts ”). The IP Contracts include all of the Contracts under which any Acquired Company or any other Affiliate of the Seller (with respect to the Business) has or may have any obligations to make any material royalty payments in relation to the Business. Each IP Contract is, as of the date hereof, valid and is in full force and effect in accordance with the terms of such IP Contract. Except as set forth on Schedule 3.12(b) , there is no material default or claim of material default by the Seller, a Selling Subsidiary, an Acquired Company or an Affiliate of the Seller under any IP Contract or, to the Seller’s Knowledge, by any other party to an IP Contract, and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a default by the Seller, a Selling Subsidiary, an Acquired Company or an Affiliate of the Seller, or to the Seller’s Knowledge, any other party thereto under any IP Contract, or would permit termination or result in automatic termination of any IP Contract, or result in the creation of a Lien (other than a Permitted Lien) on any Assets or Acquired Equity Interests or result in the modification, acceleration or increase of any obligations of an Acquired Company, or any other Affiliate of the Seller (with respect to the Business). True and complete copies of each IP Contract (including each material amendment, supplement or other modification thereto) have been made available to the Buyer. Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Seller, a Selling Subsidiary or an Acquired Company is a party, nor the consummation of the transactions contemplated hereby or thereby will result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under any IP Contract or require the approval of or notice to any third party or give to the other party any rights of termination, modification or cancellation under any IP Contract, result in the automatic termination, cancellation or modification of any IP Contract or result in, or give any Person the right to, accelerate or increase any obligation of an Acquired Company or an Affiliate of the Seller (with respect to the Business) under an IP Contract.

(c) Except as set forth on Schedule 3.12(c) (the “ Transferred Intellectual Property ”), an Acquired Company owns all right, title and interest in and to, or has a license, sublicense or permission to use, all of the Intellectual Property set forth on Schedules 3.12(a) and (b) , free and clear of all Liens (other than Permitted Liens) and is not a party to or bound by any Contract or other obligation that limits or impairs its ability to sell, transfer, assign or convey such Intellectual Property. The Transferred Intellectual Property is owned by the Affiliate of the Seller specified in Schedule 3.12(c) , free and clear of all Liens (other than Permitted Liens) and such Affiliate of the Seller is not a party to or bound by any Contract or other obligation that limits or impairs its ability to sell, transfer, assign or convey such Intellectual Property to the Buyer (or its nominee) pursuant to the Intellectual Property Transfer Agreement. To the Seller’s

knowledge, none of the material Intellectual Property set forth on Schedule 3.12(a) or any material Transferred Intellectual Property is invalid.

(d) To the Seller’s Knowledge, except as set forth on Schedule 3.12(d) , the conduct of the Business does not infringe upon the intellectual property rights of any other Person in any material respect. To the Seller’s Knowledge, no third party is infringing or violating any material Intellectual Property listed in Schedule 3.12(a) , Schedule 3.12(b) (which for the avoidance of doubt is owned by an Acquired Company) or Schedule 3.12(c) and neither the Seller, any Selling Subsidiary, any Acquired Company nor any of its other Affiliates has received any written notice of any such infringement or violation.

(e) Each of the Employees employed in a research and development capacity is a party to a confidentiality and assignment of inventions agreement with one or more Acquired Companies in a form substantially similar to the form of such agreement provided to the Buyer by the Seller.

(f) The representations and warranties contained in this Section 3.12 shall be the exclusive representations and warranties with respect to Intellectual Property matters and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to Intellectual Property matters.

Section 3.13 Taxes .

(a) Except as set forth on Schedule 3.13(a) , the Seller, the Selling Subsidiaries and the Acquired Companies, as applicable, have filed or caused to be filed in a timely manner all Tax Returns required to be filed with respect to the Acquired Companies prior to the Effective Time (taking into account any applicable extension periods, including filing extensions currently in effect) and have paid or caused to be paid all Taxes due by the Acquired Companies (whether or not reflected on any Tax Return), except those Taxes set forth on Schedule 3.13(a) that are being contested in good faith and for which an adequate reserve (determined in accordance with GAAP) has been made therefor in the Financial Information, as of the date hereof, or included in the Working Capital, as of the Closing Date. Such Tax Returns are accurate and complete in all material respects. Except as set forth in Schedule 3.13(a) , no presently effective waivers or extensions of statutes of limitation with respect to Taxes have been given with respect to an Acquired Company, directly or indirectly. Except as set forth on Schedule 3.13(a) , none of the Acquired Companies has any agreement with any Person regarding the filing of Tax Returns or relating to the sharing of Tax benefits or liabilities with such Persons. Except as set forth on Schedule 3.13(a) , none of the Acquired Companies is currently the subject, directly or indirectly, of any Proceeding, audit, assessment or examination with respect to Taxes, and to Seller’s Knowledge, no such Proceeding, audit, assessment or examination has been threatened in writing. The Seller has withheld or caused to be withheld from all payments by the Acquired Companies the amount of Taxes or other deductions required to be withheld therefrom and has collected or caused to be collected all amounts required to be collected by the Acquired Companies on account of Taxes and has paid all such amounts to the proper Governmental Authority on a timely basis or properly set aside such amounts in accounts for such purpose, as reflected in the Financial Information, which amounts, to the extent due on or prior to the Closing Date, will be duly and timely paid to the proper Governmental Authority. To the

Seller’s Knowledge, no written claim has been made by any Governmental Authority that any Acquired Company is or may be subject to taxation in a jurisdiction where such Acquired Company does not file Tax Returns.

(b) No rulings by or arrangements with any Tax authority apply to the Acquired Companies. The Acquired Companies are not liable (including any contingent liability) for any Taxes owed by any third party. The Acquired Companies are not and have never been a party to any fiscal unity. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of any of the Acquired Companies. Each of the Acquired Companies is an accrual method taxpayer.

(c) None of the Acquired Companies is a party to any contract, agreement, plan or arrangement that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign law).

(d) Each of the Acquired Companies is treated as a corporation for U.S. federal Income Tax purposes, except for Teleflex GFI Europe BV (Netherlands), Necam Holding BV (Netherlands), Necam BV (Netherlands) and TeleflexGFI Europe Italy SRL (Italy), each of which is disregarded as an entity separate from its owner for U.S. federal Income Tax purposes.

(e) None of the Acquired Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i) change in method of accounting for a taxable period ending on or prior to the Closing Date;

(ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Income Tax Law) executed on or prior to the Closing Date; or

(iii) installment sale or open transaction disposition made on or prior to the Closing Date.

(f) The representations and warranties contained in this Section 3.13 shall be the exclusive representations and warranties with respect to Taxes and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to Taxes.

Section 3.14 Environmental Matters . Except as set forth on Schedule 3.14 :

(a) The Acquired Companies, the Business, the Assets and the Leased Real Property, are in material compliance with all applicable Environmental Laws and all material permits, certifications, licenses, approvals, registrations and authorizations required by the Environmental Laws (“ Environmental Permits ”). All Environmental Permits required by Environmental Laws to operate the Business have been obtained and are in full force and effect and are being complied with in all material respects. No Proceeding is pending or, to the Seller’s

Knowledge, threatened within the twelve (12) months immediately prior to the date hereof to revoke or limit any Environmental Permit. Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Seller, a Selling Subsidiary or an Acquired Company is a party, nor the consummation of the transactions contemplated hereby or thereby will violate, contravene or result in a breach of any Environmental Permit.

(b) Neither the Seller, any Selling Subsidiary nor any Acquired Company have received any unresolved written notice of any citation, summons, order, complaint, penalty, investigation or review by any Governmental Authority nor, to the Seller’s Knowledge, are any threatened within the twelve (12) months immediately prior to the date hereof (i) with respect to any alleged violation of any Environmental Law by an Acquired Company or in respect of the Business, (ii) with respect to any alleged failure of an Acquired Company or the Business to have any Environmental Permit or (iii) with respect to any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Substance by an Acquired Company or in respect of the Business.

(c) The Seller has provided the Buyer with access to all material reports, notices, orders from a Governmental Authority or other correspondence with respect to environmental matters related to the Business, any Asset, Leased Real Property or Former Property that are in the possession or control of the Seller, a Selling Subsidiary or an Acquired Company, a list of which is set forth on Schedule 3.14 , including all “Phase I” and “Phase II” environmental site assessments and copies of any soil and ground water studies (such documents, the “ Environmental Reports ”). Matters referred to in the Environmental Reports shall be deemed disclosed for purposes of this Section 3.14 to the extent such matters are identified in such Environmental Reports or are the reasonably foreseeable consequences of such matters. For purposes of example only: (i) an Environmental Report that describes the presence or former presence of an underground storage tank at a facility does not have the effect of disclosing releases from that storage tank unless such report states that releases are likely to have occurred, but, where a release from a tank is identified, the disclosure would have the effect of disclosing the possibility of continued migration of contaminants resulting from such release; and (ii) an Environmental Report that describes past land uses of the Leased Real Property does not have the effect of disclosing conditions of contamination resulting from such past land uses, but, where a condition of contamination is identified, the disclosure does have the effect of disclosing the possibility of continued migration of such contamination.

(d) The representations and warranties contained in this Section 3.14 shall be the exclusive representations and warranties with respect to environmental matters (including environmental liabilities or obligations, Environmental Laws, Environmental Permits and Hazardous Substances) and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to environmental matters.

Section 3.15 Labor Matters .

(a) Except as set forth on Schedule 3.15(a) , as of the date hereof, neither the Seller, a Selling Subsidiary nor an Acquired Company is a party to, or bound by, any material labor agreement or collective bargaining agreement respecting the Employees. To the Seller’s

Knowledge, in the prior two (2) year period, no labor organization or group of employees of the Business has filed, or to the Seller’s Knowledge, threatened in writing to file, any representation petition or made any written demand for recognition. Except as set forth on Schedule 3.15(a) , within the two (2) years immediately prior to the date hereof, there has been no labor strike, work stoppage, slowdown or other material labor dispute involving the Business or the Acquired Company or, to the Seller’s Knowledge, threatened. The Seller has provided to the Buyer a list of all Employees who are governed by a labor agreement or collective bargaining agreement applicable to the Business.

(b) The Seller has provided to the Buyer a list of all employees of the Acquired Companies as of June 26, 2009 and, as applicable, their respective job titles, dates of employment, current base rates of compensation, active or inactive status (and the reason for any inactive status), location of the Employee and the actual employer thereof if other than the Acquired Company for whom such Employee provides services.

(c) Except as set forth in this Agreement and except for the liabilities and obligations in the amount reflected or reserved against in the Financial Information, as of the date hereof, or included in the internal accounting records of the business, as of the Closing Date, there are no liabilities of an Acquired Company with respect to (i) amounts owed or otherwise payable to Employees, or (ii) amounts required to be paid pursuant to applicable pay-equity legislation.

(d) All severance and termination payments owed to those persons listed on Schedule 3.15(d) have been paid and each such person has signed a settlement and release agreement with respect thereto.

Section 3.16 Employee Benefit Matters .

(a) None of the Employees participate in any “employee benefit plans” within the meaning of Section 3(3) of ERISA, except for the Teleflex Incorporated 2000 Stock Compensation Plan (March 6, 2000).

(b) All material benefit plans currently covering Employees which are maintained outside the jurisdiction of the United States (but excluding plans maintained by a Governmental Authority) are listed in Schedule 3.16(b) (the “ Foreign Plans ”), and a true and complete copy of each Foreign Plan (other than those required by Law), as amended to date, has been provided or made available to the Buyer. To the Seller’s Knowledge, there are no enforceable oral commitments made by the Seller, the Selling Subsidiaries, an Acquired Company or any other Affiliate of the Seller with respect to any Foreign Plan. Except as set forth in Schedule 3.16(b) :

(i) Each of the Foreign Plans has obtained from the Governmental Authority having jurisdiction with respect to such Foreign Plan any required determinations or approvals and such plans are in compliance with Law in all material respects.

(ii) There are no Proceedings or written grievances pending against any Foreign Plan or assertions in writing of any claims to benefits under any Foreign

Plan, except for benefits payable in the ordinary course of operations of the Foreign Plans. To the Seller’s Knowledge, there are no pending investigations by any Governmental Authority involving the Foreign Plans.

(iii) All payments, contributions or premiums required to be remitted or paid by the Acquired Companies with respect to a Foreign Plan by Law or pursuant to the terms of a Foreign Plan or any labor agreement or collective bargaining agreement have been timely paid in full in accordance with Law and the terms of the applicable Foreign Plan, the applicable labor agreement or applicable collective bargaining agreement.

(iv) No Foreign Plan has been ordered or required by a Governmental Authority to be terminated or wound up in whole or in part or having its registration under applicable Laws refused or revoked, or being placed under the administration of any trustee or receiver or Government Authority or being required to pay any material amount of Taxes, fees, penalties or levies under Law and neither a non-third party administrator or sponsor of any Foreign Plan nor, to the Seller’s Knowledge, a third party administrator or sponsor of any Foreign Plan has taken any action which has resulted in or could reasonably be expected to result in any of the foregoing.

(v) No Foreign Plan is a defined benefit pension plan or multi-employer pension plan.

(vi) No Foreign Plan provides for health and welfare benefits upon retirement or termination of an Employee.

(vii) No Foreign Plan provides for payment of any amount or benefit, the increase of an amount or benefit, forgiveness of indebtedness, the acceleration of contributions or funding, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. Except as permitted by Law, there have been no withdrawal of assets other than payments of benefits, refunds of over-contribution to plan participants and payments of expenses incurred, or transfers of assets from any Foreign Plan or the trusts or other funding media relating thereto that remain outstanding and unremedied.

(d) The representations and warranties contained in this Section 3.16 shall be the exclusive representations and warranties with respect to employee benefit matters, including the Foreign Plans, and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement on employee benefit matters.

Section 3.17 Brokers and Finders . No finder, broker, agent, consultant or other intermediary, acting on behalf of the Seller, a Selling Subsidiary or an Acquired Company, is entitled to a commission, fee or other compensation in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated hereby.

Section 3.18 Bank Accounts . Schedule 3.18 contains an accurate and complete list of (i) the account number of each account of an Acquired Company at each bank or other financial institution in which an Acquired Company has an account; and (ii) the authorized signatories on each such account.

Section 3.19 Indebtedness . None of the Acquired Companies will have any Indebtedness outstanding at the Effective Time.

Section 3.20 Insurance . Schedule 3.20 is a list of all insurance policies maintained by the Seller, the Selling Subsidiaries or the Acquired Companies on, or covering, the Assets of the Business or personnel of the Acquired Companies as of the date hereof (specifying insurer, amount of coverage, type of insurance, policy numbers and any pending claims thereunder). Schedule 3.20 sets forth a list of inspection reports relating to the condition of the Assets of an insurance underwriter issued within the last twelve (12) months immediately prior to the date hereof which are in the possession of the Seller, a Selling Subsidiary or an Acquired Company. The Seller, the Selling Subsidiaries and the Acquired Companies have provided true and complete copies of the inspection reports listed on Schedule 3.20 to the Buyer. The Acquired Companies are not in default with respect to any of the provisions contained in any such insurance policy and have not failed to give any notice or present any claim under any such insurance policy in accordance with the terms of such insurance policy.

Section 3.21 Absence of Changes . Since December 31, 2008, the Seller, the Selling Subsidiaries and the Acquired Companies have carried on the Business and conducted its operations and affairs only in the ordinary and normal course consistent with past practice and there has not been (a) any Material Adverse Effect or (b) any damage, destruction or loss (whether or not covered by insurance) affecting the Assets of the Acquired Companies in excess of $50,000 individually or $100,000 in the aggregate.

Section 3.22 Business of the Acquired Companies . Except as set forth on Schedule 3.22 , during the period in which the Seller or one or more of its Affiliates have owned the Acquired Companies, the only business operations carried on by the Acquired Companies is the Business or the business operations related to the Business.

Section 3.23 Customers and Suppliers .

(a) Except as set forth on Schedule 3.23(a) , since December 31, 2008, no customer of the Business who accounts for more than $2,000,000 of sales revenue for the twelve-month period ended June 30, 2009, has stated in writing to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller or, to the Seller’s Knowledge, stated orally to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller, that it will cease to do business with the Business, and to the Seller's Knowledge there are no facts currently known to the Seller with respect to the relationship between such customer and the relevant Seller Affiliate that would, when viewed objectively, demonstrate that the relationship between such customer and the relevant Seller Affiliate will not continue after Closing, provided that if between the date of the execution of this Agreement and the Closing, any such customer advises the Seller or any Seller Affiliate that it will cease to do business with the Seller Affiliate arising from or related to the pendency of the transaction with

the Buyer acquiring control of the Acquired Companies, this representation shall not be untrue if the Buyer is made aware of such facts.

(b) Except as set forth on Schedule 3.23(b) , since December 31, 2008, no supplier of the Business who accounts for more than ten percent (10%) of payments made by the Acquired Companies for the twelve-month period ended June 30, 2009, has stated in writing to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller or, to the Seller’s Knowledge, stated orally to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller, that it will cease to do business with the Business, and to the Seller's Knowledge there are no facts currently known to the Seller with respect to the relationship between such supplier and the relevant Seller Affiliate that would, when viewed objectively, demonstrate that the relationship between such supplier and the relevant Seller Affiliate will not continue after Closing, provided that if between the date of the execution of this Agreement and the Closing, any such supplier advises the Seller or any Seller Affiliate that it will cease to do business with the Seller Affiliate arising from or related to the pendency of the transaction with the Buyer acquiring control of the Acquired Companies, this representation shall not be untrue if the Buyer is made aware of such facts.

Section 3.24 Product Liability; Product Warranties .

(a) Except as set forth on Schedule 3.24(a) , or except as would not have, either individually or in the aggregate, a Material Adverse Effect, since the date which is five (5) years prior to the date hereof, no defect or deficiency exists in any of the products manufactured, processed, sold and delivered by Seller or any Selling Subsidiary related to the Business or by any Acquired Company that would, if determined adversely to the Business, give rise to any liabilities to any Person for injuries to person or property.

(b) Schedule 3.24(b) sets forth the written product warranties provided by the Acquired Companies with respect to the products of the Business within the three (3) years immediately preceding the date hereof, which warranties constitute the only product warranties in relation to the Business.

Section 3.25 Certain Payments . Neither the Seller, Selling Subsidiaries, Acquired Companies nor any other Person associated with or acting for or on behalf of any of them in each case in the conduct of the Business, has directly or indirectly (a) made any contribution, gift, bribe, payoff, influence payment, kickback, or other similar payment to any Person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the Business, or (iv) in violation of any Law, or (b) established or maintained any fund or asset that has not been recorded in the books and records of the Acquired Companies.

Section 3.26 Books and Records . All minute books and other books and records of the Acquired Companies are complete and correct in all material respects and the Business maintains an adequate system of internal controls. The Seller has complied in all material respects with, and is not in violation in any material respect of, the Sarbanes Oxley Act.

Section 3.27 Information . The representations contained in this Agreement do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the representations and warranties made herein, in light of the circumstances in which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby makes the following representations and warranties to the Seller:

Section 4.1 Incorporation and Authority . The Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the Delaware. Each nominee of the Buyer will be at the time of Closing duly organized, validly existing and in good standing under the laws in which it was formed. The Buyer and the Buyer’s nominee (as applicable) has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Buyer and constitutes a legal, valid and binding agreement of the Buyer enforceable against it in accordance with its terms, subject to the effect of Bankruptcy Laws and Equitable Principles and no other proceedings on the part of the Buyer or Buyer’s nominee (as applicable) are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. The Ancillary Agreements will be duly authorized, executed and delivered by the Buyer or one or more of its Affiliates, as applicable, and will constitute legal, valid and binding agreements of the Buyer or the Buyer’s Affiliates, as applicable, enforceable against it in accordance with its terms, subject to Bankruptcy Laws and Equitable Principles and no other proceedings on the part of the Buyer or the Buyer’s Affiliates are necessary to authorize the Ancillary Agreements and the consummation of the transactions contemplated thereby.

Section 4.2 Investment Representation . The Buyer is acquiring the Equity Interests solely for the purpose of this investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the “ Securities Act ”). The Buyer acknowledges that the Equity Interests are not registered under the Securities Act or any applicable state securities law or other applicable laws, and that the Equity Interests may not be transferred or sold except pursuant to the registration provisions of such Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable. The Buyer is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act. The Buyer has such knowledge and experience in financial and business matters and investments in general that make it capable of evaluating the merits and risks of purchasing the Equity Interests. The Buyer acknowledges that it has been afforded: (a) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Seller, the Selling Subsidiaries and the Acquired Companies concerning the merits and risks of purchasing the Equity Interests; (b) access to information about the Acquired Companies, their respective results of operations, financial condition and cash flow, and business, in each case sufficient to enable the Buyer to evaluate whether to proceed with the execution and delivery of this Agreement and the purchase of the Equity Interests; and (c) the opportunity to obtain such additional information that either the Seller, the

Selling Subsidiaries (in each case, with respect to the Business) or the Acquired Companies possess, or can acquire without unreasonable effort or expense, that is necessary to make an informed investment decision with respect to the execution and delivery of this Agreement and the consummation of the purchase of the Equity Interests.

Section 4.3 Consents and Governmental Approvals . The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Buyer do not and will not require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority, except (a) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements and (b) as may be necessary as a result of facts or circumstances relating solely to the Seller.

Section 4.4 No Conflict . Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Buyer is a party nor the consummation of the transactions contemplated hereby or thereby will (a) violate or conflict with any provisions of the certificate of incorporation or bylaws of the Buyer, (b) result in a breach of any of the terms or provisions of, or constitute a violation or default under, or conflict with any Law applicable to the Buyer or any judgment, decree, order or award of any Governmental Authority or arbitrator to which the Buyer is a party or may be bound, or (c) violate, or be in conflict with, or constitute a default under, or result in the termination of, accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation, under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, understanding, or other agreement to which the Buyer is a party.

Section 4.5 Brokers and Finders . No finder, broker, agent, consultant or other intermediary, acting on behalf of the Buyer, is entitled to a commission, fee or other compensation in connection with the negotiation or consummation of this Agreement or the Ancillary Agreements or any of the transactions contemplated hereby or thereby.

Section 4.6 Financial Capability . The Buyer has sufficient funds or capital commitments in place to purchase the Equity Interests on the terms and conditions contained in this Agreement and will have such funds or capital commitments on the Closing Date.

Section 4.7 Regulatory Matters . The Buyer is not subject to any enforcement action, citation, consent decree or other similar action by any Governmental Authority that might materially affect its ability to consummate any of the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 4.8 Litigation . There is no suit, investigation, action or other proceeding pending or, to the Buyer’s Knowledge, threatened before any court, arbitration tribunal, or judicial, governmental or administrative agency, against the Buyer which would materially restrict or limit the ability of the Buyer to perform its obligations hereunder or which seeks to prevent the consummation of the transactions contemplated herein.

Section 4.9 Knowledge . To the Buyer’s Knowledge, it is not aware of any inaccuracy in the representations and warranties of the Seller or any matter which would give rise to a right to assert a claim pursuant to any indemnification obligation of the Seller.

ARTICLE V

CONDITIONS TO THE BUYER’S OBLIGATIONS

The obligations of the Buyer at Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (unless waived in writing by the Buyer):

Section 5.1 Governmental Consents . All consents, approvals and actions of, filings with and notices to any Governmental Authority necessary to permit the Buyer and the Seller to perform their respective obligations under this Agreement and the Ancillary Agreements and to consummate the transactions conte

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