EXHIBIT 10.1

EXECUTION COPY

PURCHASE AGREEMENT

        THIS PURCHASE AGREEMENT (“ Agreement ”) is made as of June 24, 2009, by and among Nemschoff Chairs, LLC., a Wisconsin limited liability company (“ Company ”), NC Holding Company, a Wisconsin corporation and the sole member of Company (“ Seller ”), each of the shareholders of Seller, all of whom are listed on Exhibit A (collectively, “ Shareholders ” and each individually, “ Shareholder ”), and Herman Miller, Inc., a Michigan corporation (“ Buyer ”). Pursuant to the attached Guaranty, Shareholders are hereby unconditionally, irrevocably and jointly and severally guarantying to Buyer the full, prompt and absolute payment, performance, observance and discharge by Seller of all of Seller’s obligations, agreements and liabilities owed to Buyer arising under this Agreement.

RECITALS

        A.        Seller owns all of the outstanding equity ownership interest of Company (“ Ownership Interest ”), and Shareholders own all of the outstanding shares of capital stock of Seller in the respective amounts and percentages set forth on Exhibit A attached hereto.

        B.        Buyer desires to purchase all of the Ownership Interest from Seller and Seller desires to sell all of the Ownership Interest to Buyer, all on the terms and subject to the conditions herein contained.

        C.        Company is engaged in the business of designing, manufacturing and selling furniture, including guest and lounge seating, patient seating, tables, therapeutic seating and case goods products, for health care entities and facilities, including hospitals, clinics, medical office buildings, long-term care and other affiliated institutions (the “ Business ”).

        D.        The terms set forth in Exhibit B to this Agreement shall have the meanings set forth in Exhibit B . Certain other terms are defined throughout this Agreement.

        NOW, THEREFORE, in consideration of the foregoing, and the mutual obligations and covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE

        1.1        Purchase and Sale . Seller is hereby selling to Buyer, and Buyer is hereby purchasing from Seller, free and clear of all Liens (other than Liens imposed by Buyer), all of the Ownership Interest.

ARTICLE II
PURCHASE PRICE AND PAYMENT; CLOSING

        2.1        Purchase Price . The purchase price for the Ownership Interest (the “ Purchase Price ”) is the sum of the following consideration:

        (a)        An amount in cash equal to (i) Thirty-Two Million One Hundred Thousand Dollars ($32,100,000) (the “ Cash Purchase Price ”); plus or minus (ii) any Net Equity Excess or any Net Equity Deficit; plus

        (b)        The Issued Shares; plus

        (c)        Any CVR Consideration payable pursuant to Section 2.2A ; plus

        (d)        Any success fee payments pursuant to the Success Payment Agreement (“ Success Payment ”).

        2.2         Payment of Purchase Price .

        (a)        At the Closing, Buyer is paying to Seller an amount in cash equal to (i) the Cash Purchase Price, plus or minus (ii) any Estimated Net Equity Excess or any Estimated Net Equity Deficit, minus (iv) an amount equal to forty percent (40%) of the Estimated Net Debt Amount.

        (b)        At the Closing, Buyer is issuing to Seller two million forty-one thousand six hundred sixty-six (2,041,666) shares of Buyer’s common stock (the “ Issued Shares ”).

        (c)        Intentionally omitted.

        (d)        At the Closing, the parties are entering into and executing a success payment agreement in the form attached as Schedule 2.2(d) (the “ Success Payment Agreement ”).

        (e)        Notwithstanding any other provision of this Agreement, the CVR Consideration and/or the Success Payment shall be reduced by an aggregate amount equal to sixty percent (60%) of the Actual Net Debt Amount pursuant to the terms hereof and of the Success Payment Agreement.

        (f)        At the Closing, Buyer is paying on Seller’s behalf, in addition to the Cash Purchase Price, the following amounts, all of which are included as Indebtedness in the calculation of the Estimated Net Debt Amount and will be included as Indebtedness in the calculation of the Actual Net Debt Amount:

        (i)        To each holder of Indebtedness listed on Schedule 2.2(f) , the amount specified in the Pay-Off Certificate as being owed to such holder of Indebtedness.

        (ii)        To the Persons specified on Schedule 2.2(f) , the amount of deferred compensation specified in the Deferred Compensation Certificate as being owed to such Person.

        (iii)        To the Persons specified on Schedule 2.2(f) , the amount of Seller’s Expenses specified in the Expense Certificate as being owed to such Person.

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        2.2A.        Contingent Value Rights . Subject to and upon the terms and conditions set forth in this Section 2.2A , Buyer hereby grants to Seller two million forty-one thousand six hundred sixty-six (2,041,666) contingent value rights (“ CVRs ”), which shall not be represented by separate certificates, but shall be contract rights hereunder. Each CVR shall relate to a corresponding Issued Share, and subsequent to the Closing, the parties shall document which Issued Share relates to each CVR. Each CVR shall be considered outstanding, regardless of whether the corresponding Issued Share is Transferred, until such time as (a) the CVR Consideration is paid with respect to such CVR, or (b) such CVR is terminated without payment of any CVR Consideration with respect thereto pursuant to the terms of this Section 2.2A .

        (a)        Subject to the terms of Section 2.2(e) and the other provisions of this Agreement, within three (3) Business Days of the True-Up Date, Buyer shall pay Seller an amount for each outstanding CVR held by Seller equal to the amount, if any, that (i) Twenty-Four Dollars ($24.00) (the “ Target Price ”), exceeds (ii) the greater of the (A) the Fair Market Value of a share of common stock of Buyer on the True-Up Date (the “True-Up Value ”), and (B) the Floor Price (collectively, the “ CVR Consideration ”). No CVR Consideration shall be paid on a CVR if the True-Up Value or the Floor Price equals or exceeds the Target Price. Upon determination by Buyer that no CVR Consideration is due hereunder, Buyer shall provide written notice of such determination to Seller, which shall include all of Buyer’s relevant calculations and reasonable supporting documentation (a “ CVR Termination Notice ”). If, within three (3) Business Days after receipt by Seller of a CVR Termination Notice, Seller notifies Buyer in writing that Seller disputes such determination, then Buyer and Seller shall negotiate in good faith to resolve such dispute. If Seller and Buyer are unable to mutually resolve all of their disagreements within ten (10) days following Seller’s written notification of dispute, then Seller and Buyer shall refer the dispute to the Arbitrator, whose determination shall be final and binding upon the parties. If Seller fails to object in writing to a CVR Termination Notice within three (3) Business Days after its receipt of the CVR Termination Notice, the CVR Termination Notice shall be deemed to be valid. If the CVR Termination Notice is determined to be valid (whether by agreement among the parties, a failure of Seller to properly object to a CVR Termination Notice or determination of the Arbitrator), then the CVRs and all of Seller’s obligations and Liabilities under this Section 2.2A shall automatically terminate and become null and void without any further action on the part of any party hereto, and Seller shall have no further rights with respect to the CVRs or pursuant to this Section 2.2A whatsoever. Notwithstanding the foregoing, the failure of Buyer to give such notice or any defect therein shall not affect the validity of such determination whatsoever (subject to compliance with the dispute resolution procedures outlined above).

        (b)        Subject to Section 2.2A(l) , Buyer may, at its option and in its sole discretion, elect to pay all or any portion of any CVR Consideration payable to Seller pursuant to this Section 2.2A by issuing to Seller such number of additional shares of Buyer’s common stock that, when multiplied by their Fair Market Value on the True-Up Date, equals such portion of the CVR Consideration to be paid with such additional shares (“Election ”). If Buyer does not Elect to pay all of the CVR Consideration in additional shares of Buyer’s common stock (by failing to make an Election, by operation of this Section 2.2A(b) or otherwise), the remainder of such CVR Consideration shall be paid in cash by wire transfer and once an Election is made, it may not be

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revoked. Buyer may irrevocably make this Election at any time on or prior to the date Buyer is obligated to pay CVR Consideration by delivering written notice of the Election to Seller and once an Election is made, it may not be revoked. Notwithstanding any provision to the contrary contained in this Agreement or any of the Transaction Documents, Buyer shall not (and shall not be required to), issue to Seller, Shareholders or their respective Affiliates, or to any of them, and none of them shall be entitled to receive, shares of Buyer’s common stock pursuant to this Agreement or any of the Transaction Documents, or the transactions contemplated hereby or thereby to the extent that such issuance would cause Buyer to issue to Seller, Shareholders or their respective Affiliates, or any of them, in the aggregate, (i) shares of Buyer’s common stock having voting power of more than 19.9% of the voting power outstanding before the Closing Date, or (ii) shares of Buyer’s common stock of more than 19.9% of the number of shares outstanding before the Closing Date, in either case unless Buyer obtains the prior requisite shareholder approval under NASDAQ Marketplace Rule 5635. In no event shall Buyer have any obligation to obtain (or attempt to obtain) such shareholder approval. In the event Buyer has not obtained such shareholder approval and is unable or unwilling to issue shares of Buyer’s common stock to pay all or any portion of the CVR Consideration payable to Seller pursuant to this Section 2.2A on or prior to the time specified for payment in this Section 2.2A , then Buyer shall pay the CVR Consideration to Seller in cash on or prior to the time specified for payment in this Section 2.2A , regardless of whether Buyer has made an Election. In no event shall the failure of Buyer to have complied with NASDAQ Marketplace Rule 5635 result in deferring or delaying payment of the CVR Consideration on or prior to the time specified for payment in this Section 2.2A .

        (c)        Notwithstanding any other provision of this Agreement, if the Fair Market Value of a share of Buyer’s common stock is at any time after the Closing Date and prior to the True-Up Date equal to Thirty-Two Dollars ($32.00) (the “ Ceiling Price ”) or more, then Buyer shall provide a CVR Termination Notice to Seller, and, absent manifest error, all of the CVRs then outstanding and all of Buyer’s obligations and Liabilities under this Section 2.2A shall automatically terminate and become null and void, without any further action on the part of any party hereto, and Seller shall have no further rights with respect the CVRs or pursuant to this Section 2.2A whatsoever.

        (d)        Buyer’s obligation to make payments of the CVR Consideration shall be subject to the offset rights provided in Section 5.4 .

        (e)        Seller shall not, directly or indirectly, Transfer any CVR, or allow any CVR to become subject to any Lien, in whole or in part, including by operation of law, without the prior written consent of Buyer. In the event any such action or event occurs, the relevant CVR shall be deemed to be forfeited and terminated and Seller shall have no rights and Buyer shall have no obligations or Liabilities with respect thereto.

        (f)        Seller and the Shareholders agree to promptly provide Buyer with written notice following any Transfer of any Issued Share by such Seller or Shareholder, or any of their respective Affiliates, specifying (i) the number of Issued Shares Transferred by such Person, (ii) the consideration received per Issued Share, and (iii) the identity of the CVRs that correspond to the Issued Shares Transferred.

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        (g)        If Buyer shall at any time, in any manner, subdivide (by stock split, stock dividend or otherwise) or combine (by reverse stock split or otherwise) the number of outstanding shares of its common stock or effect a merger, consolidation, statutory share exchange or other similar transaction in which shares of common stock are reclassified, converted into or exchanged for a different number of shares of common stock or shares of capital stock of a different class (other than with respect to an Acquisition Event), the number of outstanding CVRs, the Target Price, the Ceiling Price and the Floor Price shall each thereupon be similarly subdivided, combined or changed in an appropriate and equitable manner. In the event of an Acquisition Event, (i) the True-Up Date shall be the earlier of June 30, 2011 and the date of the Acquisition Event, and (ii) the True-Up Value shall equal the greater of the amount determined under Section 2.2A(a) and the fair market value (as determined in good faith by the board of directors of Buyer) of the consideration received for each share of Buyer’s common stock, if applicable, in the Acquisition Event.

        (h)        Seller and Shareholders shall not, and shall not permit any of their Affiliates to, at any time after the Closing and prior to the close of business on the True-Up Date, directly or indirectly, engage in, offer to or contract to “short sell” or assist or encourage others to “short sell” any securities of Buyer, including, without limitation, shares of its common stock.

        (i)        For purposes of this Agreement, “short selling” shall include any sale or trade in any option or other derivative security, any hedging transaction relating to the securities of Buyer, or any other transaction, in any case that is (A) intended to affect the price of any of Buyer’s securities, or (B) that would result in a profit by or payment to Seller or any Shareholder or ay of their Affiliates in the event of a decline in the value of the Buyer’s common stock; provided, however, that it shall not be deemed a “short sale” for Seller to enter into a “put” arrangement to sell Issued Shares held by Seller at a specified price.

        (ii)        Seller and Shareholders each represent and warrant to Buyer that as of the Closing, neither it nor any of its Affiliates holds or is a party to any option, security, instrument or agreement that would violate the provisions of this Section 2.2A(h) if acquired after the time it becomes a party to this Agreement. Without limiting the remedies of Buyer as a result of any breach, if Seller or any Shareholder breaches the restrictions of this Section 2.2A(h) regarding short selling, Seller will forfeit and relinquish to Buyer without consideration one CVR for each share that Seller short sells or each notional share underlying any derivative which is deemed a short sale hereunder and Seller shall have no rights and Buyer shall have no obligation or Liabilities with respect thereto. On the True-Up Date, Seller and each Shareholder shall provide a certificate of compliance to Buyer that such Person has complied with this Section 2.2A(h) .

        (i)        None of the CVRs which may be granted under this Agreement is compensatory in nature or is intended to constitute part of a “nonqualified deferred compensation plan” under Section 409A of the Internal Revenue Code.

        (j)        Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the CVR Consideration, an amount equal to the aggregate of such amounts as it is

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required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.

        (k)        Buyer shall not issue shares of Buyer’s common stock in satisfaction of any portion of the CVR Consideration unless and until Buyer and Seller have obtained required approvals, if any, under the HSR Act in connection with the issuance of such shares of Buyer’s common stock. In the event such compliance is required, the parties shall furnish to each other all such information as may be necessary for the completion of the reports or notifications to be filed by the other, and use their respective commercially reasonable efforts to obtain approval of the issuance of the shares of Buyer’s common stock or early termination of the waiting period under the HSR Act. Buyer will pay all filing fees of each party relating to such future compliance with the HSR Act, if any, in connection with such transactions. Notwithstanding any other provision hereof, any obligation to make a payment hereunder that Buyer elects to make through the issuance of shares of Buyer’s common stock shall be deferred to the extent necessary to comply with this Section 2.2(A)(k) .

        2.3        Payment Terms . All payments made pursuant to this Agreement and the other Transaction Documents shall be made in United States Dollars and all references herein to any amounts shall be deemed to be denominated in United States Dollars. All payments made pursuant to this Agreement and the other Transaction Documents shall be made by wire transfer of immediately available funds to the account or accounts specified in writing by the payee at or prior to the Closing.

         2.4         Estimate of Net Debt Amount, Net Equity Amount; Adjustments to Purchase Price .

        (a)        Within the five (5) days before and five (5) days after the Closing Date, Buyer will take certain physical counts of the inventory of the Business (the “ Physical Inventory ”). Within ninety (90) days of the Closing Date, Seller and Schenck Business Solutions (“ Accountants ”) shall (at Seller’s cost and expense) prepare and deliver to Buyer a written calculation (the “ Calculation ”) of (i) the Net Debt Amount (the “Actual Net Debt Amount ”), (ii) the Net Equity Amount (the “ Actual Net Equity Amount ”), and (iii) any Net Debt Deficit, Net Debt Excess, Net Equity Deficit, and/or Net Equity Excess, in each case in strict accordance and on a basis entirely consistent with Company’s GAAP and the Methodology and taking into account the Physical Inventory. Buyer agrees that, following the Closing Date, it will not take any actions with respect to the accounting and financial books, records, practices, policies and procedures of Company that would obstruct, prevent or delay the timely and correct preparation of the Calculation in accordance with the provisions of this Section 2.4 and that, for purposes of determining the Calculation, no change shall be made to Company’s GAAP or the Methodology. Buyer, at Buyer’s cost and expense, shall fully and timely cooperate with Seller and Accountants in the preparation of the Calculation including, but not limited to, (i) providing Seller and Accountants with reasonable access to the books, records (including work papers, audit programs, schedules, memoranda and other documents), facilities and relevant employees of Company and Buyer; (ii) causing the relevant employees of Company and Buyer to provide

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Seller and Accountants as promptly as reasonably practicable following the Closing Date with normal year-end closing financial information for Company for the period ending as of the close of business on the Closing Date; and (iii) cooperating reasonably with Seller and Accountants, including the provision of all other information reasonably necessary or useful in connection with the preparation of the Calculation.

        (b)        Buyer shall have access to all relevant information used by Seller and Accountants in preparing the Calculation, including the work papers and audit programs of Accountants, if any. Buyer shall, within sixty (60) days after delivery by Seller of the Calculation, complete its review of the Calculation. If Buyer determines in good faith that the Calculation has not been determined in accordance with this Section 2.4 , or if a disagreement between Buyer and Seller remains unresolved after the Closing Date with respect to the Calculation, then in either case, Buyer shall inform Seller on or before the last day of such twenty (20) day period by delivering a written notice to Seller (“ Notice of Objection ”) setting forth a specific and detailed description of the good faith basis of Buyer’s objection and proposed good faith adjustments to the Calculation. After receipt of the Notice of Objection, Seller shall then have twenty (20) days to review and respond to the Notice of Objection. Seller and its representatives shall have full access to all relevant information, including the work papers and audit programs of Buyer and its representatives, used in connection with the preparation of the Notice of Objection. Buyer and Seller shall seek in good faith to mutually resolve any differences which they may have with respect to any matter specified in the Notice of Objection. If Buyer does not properly and timely deliver a Notice of Objection, Buyer shall conclusively be deemed to have accepted the Calculation.

        (c)        If Seller and Buyer are unable to mutually resolve all of their disagreements with respect to the determination of the foregoing items within twenty (20) days following the completion of Seller’s review of the Notice of Objection, then Seller and Buyer shall refer their remaining differences under this Section 2.4 to one of the following forums: (i) a mutually selected firm of independent certified public accountants having no past, current or immediate prospective future business relationship with any of Company, Shareholders, Buyer, Seller or any of their Affiliates (“ Independent Accounting Firm ”); or (ii) a single impartial arbitrator in accordance with the provisions of Section 7.15 (“ Arbitrator ”) (the Arbitrator and the Independent Accounting Firm, as the case may be, are referred to individually as the “ Determining Party ”), such selection to be mutually agreed upon by Buyer and Seller. Each of Seller and Buyer shall prepare and submit to the Determining Party the remaining differences under this Section 2.4 between Buyer and Seller which were the subject of the unresolved Notice of Objection. The Determining Party shall find solely in favor of either Seller’s preparation of such items or Buyer’s preparation of such items, with no deviation, compromise or other adjustment thereto. Seller and Buyer shall direct the Determining Party to use its reasonable best efforts to render its determination within thirty (30) days of submission. The Determining Party’s determination shall be final, conclusive and binding upon Buyer and Seller for all purposes. The reasonable fees, costs and disbursements of the Determining Party, and the fees, costs and disbursements of the prevailing party, including, without limitation, attorneys’ fees and expenses, shall be paid in full by the non-prevailing party. Buyer and Seller shall make readily available on a timely basis to the Determining Party all relevant books and records and any work papers and audit programs (including those of the parties’ respective accountants), if any, and all

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other information and items reasonably requested by the Determining Party to facilitate its timely determination of the matters subject to its review.

        (d)        It is the parties’ express intent to determine the Actual Net Debt Amount and the Actual Net Equity Amount on an entirely consistent basis with Company’s GAAP and the Methodology ( provided, however , that in the event of a breach by Buyer or Company of Section 6.21 , the parties hereto and the Arbitrator shall determine the Actual Net Debt Amount and the Actual Net Equity Amount as though such breach had not occurred). Accordingly, no party shall challenge the accounting principles, practices and policies, or the application thereof, constituting Company’s GAAP and the Methodology, and if for any reason in the preparation of the Calculation accounting principles, practices or policies, or the application thereof, different from the accounting principles, practices and policies, and the application thereof, used in Company’s GAAP and the Methodology are employed, then the Net Equity Target will be adjusted accordingly by applying such different accounting principles, practices or policies, or the application thereof, in an identical manner.

        (e)        Upon the final determination of the Actual Net Debt Amount and the Actual Net Equity Amount (by the failure of Buyer to properly and timely deliver a Notice of Objection, by written agreement of Buyer and Seller and/or by determination of the Determining Party):

        (i)        If there is a Net Debt Deficit, Buyer shall pay Seller in cash an amount equal to forty percent (40%) of such deficit. If there is an Net Debt Excess, Seller shall pay Buyer in cash an amount equal to forty percent (40%) of such excess.

        (ii)        If there is a Net Equity Excess, Buyer shall pay Seller in cash an amount equal to such excess. If there is a Net Equity Deficit, Seller shall pay Buyer in cash an amount equal to such deficit.

        Any amount payable pursuant to Section 2.4 shall be paid (with interest from the Closing Date through the date of payment at a rate equal to the “prime rate” of interest on the Closing Date as announced by the Wall Street Journal ) by the applicable party, by wire transfer of immediately available funds within five (5) Business Days following the final determination of the Actual Net Debt Amount and the Actual Net Equity Amount. If there is both an amount owed by Buyer and an amount owed to Buyer under this Section 2.4 , such amounts owed shall be netted against each other and only the net amount owed shall then be paid to or by Buyer, as the case may be. Any payments made pursuant to this Section 2.4 shall be deemed to be an adjustment to the Purchase Price.

        2.5        Purchase Price Allocation. The Purchase Price and the liabilities of Company Group (plus other relevant items) as of the Closing Date shall be allocated among the assets of Company Group for all purposes (including Tax, financial and accounting) as set forth on Schedule 2.5 . Such allocation shall be adjusted after the Closing to the extent necessary to reflect the Actual Net Equity Amount and the Actual Net Debt Amount. The parties shall file all Tax Returns (including amended returns and claims for refund) and information reports in a

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manner consistent with such allocation. All adjustments to the Purchase Price shall be reported in a manner consistent with such schedule.

        2.6        Closing; Closing Date . The transactions contemplated by this Agreement are being consummated (“Closing ”) at 9:00 a.m., Central time, at the offices of Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin (or, if mutually agreed by Seller and Buyer, by a so-called “virtual closing” pursuant to which all Closing deliveries may be effected by telephone, facsimile, email, PDF, wire transfer and/or similar means) on the date hereof (the “ Closing Date ”). The Closing shall be deemed to be effective for all legal, Tax, accounting, financial, business and other purposes as of 12:01 a.m., Central time, on the Closing Date (the “Effective Time ”). At the Closing, the parties are delivering the documents and other delivery items, and performing the acts, which are set forth in this Agreement.

         2.7         Closing Deliveries by Seller . At the Closing, Seller is delivering to Buyer:

        (a)        certificates representing all of the Ownership Interests, duly endorsed in blank by Seller for transfer to Buyer free and clear of all Liens (other than Liens imposed by Buyer);

        (b)        (i) the minute books of each member of Company Group, and (ii) control of all business records, customer records, customer lists, employee records, supplier records, supplier lists, files, reports and other records of each member of Company Group;

        (c)        a certificate, in a form reasonably acceptable to Buyer signed by the secretary or another officer of Seller and dated as of the Closing Date, certifying (i) that the shareholders and the board of directors of Seller adopted the resolutions attached to such certificate to authorize the transactions contemplated by this Agreement and the other Transaction Documents and Seller’s performance of its obligations hereunder and thereunder, and (ii) a specimen signature of an officer(s) of Seller duly authorized to execute this Agreement and the other Transaction Documents that are to be signed by Seller;

        (d)        certificates of status of Seller and each member of Company Group issued not earlier than ten (10) days prior to the Closing Date by the Department of Financial Institutions of the State of Wisconsin;

        (e)        the Employment Agreement, duly executed by Paul Nemschoff;

        (f)        the Consulting Agreement, duly executed by Mark Nemschoff;

        (g)        the Success Payment Agreement, duly executed by Seller;

        (h)        intentionally omitted;

        (i)        the Case Goods Facility Lease, duly executed by MSN41, LLC;

        (j)        the Supply Agreement, duly executed by Colby Metal, Inc.;

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        (k)        intentionally omitted;

        (l)        the Registration Rights Agreement, duly executed by Seller;

        (m)        the Mutual General Releases, duly executed by Seller;

        (n)        an opinion of counsel for Seller, Company Group and Shareholders addressed to Buyer in the form attached hereto as Schedule 2.7(n) ;

        (o)        all Required Authorizations and all Required Filings;

        (p)        with respect to each parcel of Leased Real Property, (i) if required by the terms of the applicable Lease, a consent duly executed by the landlord of the relevant parcel with respect to the transactions contemplated by this Agreement, in a form reasonably acceptable to Buyer, (ii) an estoppel certificate with respect to the relevant Lease, in a form reasonably acceptable to Buyer and accompanied by a copy of the relevant Lease, and (iii) if not previously provided to Company Group (and not impacted by the transactions contemplated hereby) by each current lender of the landlord under each Lease, a nondisturbance agreement in a form reasonably acceptable to Buyer that recognizes the tenant’s rights in the event of a foreclosure of the property subject to the Lease;

        (q)        a certificate signed by an officer of Seller reasonably acceptable to Buyer, in form and substance reasonably satisfactory to Buyer, to the effect that Seller is not a “foreign person,” “foreign corporation,” “foreign partnership,” “foreign trust” or “foreign estate” under Section 1445 of the Code and containing all such other information as is required to comply with the requirements of such Section, so that Buyer is exempt from withholding any amounts from the Purchase Price payable hereunder;

        (r)        a customary owner’s affidavit requested by the Title Company, in connection with the Title Policies;

        (s)        a calculation of all Seller’s Expenses (the “ Expense Certificate ”) and a calculation of all deferred compensation owed by Company Group (the “ Deferred Compensation Certificate ”);

        (t)        a list of pay-off amounts for all Indebtedness of Company Group (other than Seller’s Expenses and deferred compensation) (the “ Pay-Off Certificate ”), and documentation reasonably acceptable to Buyer that upon the payment of the amounts listed in the Pay-Off Certificate, all Indebtedness of Company Group (other than Seller’s Expenses and deferred compensation) will be paid and discharged in full and any Liens related to the Indebtedness of Company Group existing as of the Closing will be discharged;

        (u)        a list of pay-off amounts for all indebtedness owed by each Shareholder to Company Group (including, without limitation, all loans and advances made by Company Group to Shareholders to the extent not repaid) (the “ Shareholder Loans ”); and

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        (v)        all other previously undelivered documents required to be executed or delivered by Seller at or prior to the Closing pursuant to the terms of this Agreement.

         2.8         Closing Deliveries by Buye r. At the Closing, Buyer is delivering to Seller:

        (a)        all of the payments required to be made by Buyer to Seller on the Closing Date pursuant to Section 2.2(a) ;

        (b)        one or more certificates or share statements dated the Closing Date representing all of the Issued Shares;

        (c)        the Employment Agreement, duly executed by Buyer;

        (d)        the Consulting Agreement, duly executed by Buyer;

        (e)        the Success Payment Agreement, duly executed by Buyer;

        (f)        intentionally omitted;

        (g)        the Registration Rights Agreement, duly executed by Buyer;

        (h)        the Supply Agreement, duly executed by Buyer;

        (i)        the Case Goods Facility Lease, duly executed by Buyer;

        (j)        intentionally omitted;

        (k)        mutual general releases, substantially in the form attached hereto as Exhibit C (“Mutual General Releases ”);

        (l)        a certificate, in a form reasonably acceptable to Seller, signed by the secretary or another officer of Buyer and dated as of the Closing Date, certifying (i) that the board of directors of Buyer adopted the resolutions attached to such certificate to authorize the transactions contemplated by this Agreement and the other Transaction Documents and Buyer’s performance of its obligations hereunder and thereunder, and (ii) a specimen signature of an officer(s) of Buyer duly authorized to execute this Agreement and the other Transaction Documents that are to be signed by Buyer; and

        (m)        all other previously undelivered documents required to be delivered by Buyer to Seller at or prior to the Closing pursuant to the terms of this Agreement.

        2.9         Closing Deliveries by Company . At the Closing, Company is delivering to the appropriate Shareholders:

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        (a)        the policy of insurance owned by Company on the life of the relevant Shareholder as set forth in Schedule 2.9;

        (b)        the two (2) Company cars owned by Company but which are otherwise personally used by Shareholders as set forth in Schedule 2.9 ; and

        (c)        the Mutual General Releases, duly executed by Company.

         2.10         Closing Deliveries by Shareholders . At the Closing, Shareholders are delivering to Company and Buyer:

        (a)        the Mutual General Releases, duly executed by Shareholders;

        (b)        the Releases, duly executed by the signatories thereto listed on Schedule 6.2-A ; and

        (c)        the Guarantee, duly executed by Shareholders.

        2.11        Further Assurances . Buyer, Seller and each Shareholder each agrees that it will, at any time and from time to time, on or after the Closing Date, upon the request of any other party hereto, execute, acknowledge and deliver, or use all reasonable efforts to cause to be executed, acknowledged and delivered, all such documents and instruments, as any other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement.

        2.12        Sales and Transfer Taxes . Seller shall be responsible for and shall pay all Transfer Taxes with respect to or arising from the transactions contemplated by this Agreement; provided, however, that Buyer shall be responsible for and shall pay all Transfer Taxes resulting solely from the Conversion.

        2.13         Prorations .

        (a)        At the Closing, all Taxes related to the Owned Real Property (and the Leased Real Property to the extent such Taxes are the responsibility of the tenant under the relevant Lease) (“ Real Estate Taxes ”) shall be pro rated as follows: (i) with respect to Real Property located in Wisconsin, on a calendar year basis, as of the Closing Date; and (ii) with respect to Real Property located in Iowa, (A) Seller shall be responsible for the Real Estate Taxes billed in (or around) September 2009 and all prior Tax bills, and (B) the Real Estate Taxes billed in (or around) March 2010 shall be prorated and adjusted between the parties, based upon their respective ownership during the first six (6) months of 2009; and

        (b)        Seller shall be responsible for all special assessment installments related to the Owned Real Property (and the Leased Real Property to the extent such special assessment installments are the responsibility of the tenant under the relevant Lease), which are billed (even if not yet due) on or prior to the Closing Date, and Buyer shall pay all special assessment

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installments related to the Owned Real Property (and the Leased Real Property to the extent such special assessment installments are the responsibility of the tenant under the relevant Lease) first billed after the Closing Date.

        (c)        Personal property Taxes allocable to the personal property to be purchased under this Agreement which are billed or are to be billed in 2009 shall be prorated and adjusted between the parties, on a calendar year basis, as of the Closing Date.

        (d)        All rent payments, common area maintenance (CAM) charges, utility bills and other similar charges related to the Acquired Real Property shall be prorated as of the Closing Date.

        (e)        All payroll Taxes and other similar Liabilities related to the Representatives of the Company Group shall also be prorated as of the Closing.

        (f)        With respect to any items to be prorated, including, without limitation, Taxes, that have not been billed as of the Closing, agreed upon estimates shall be used in prorations, and such estimates shall be deemed to be conclusive.

        (g)        Notwithstanding any other provisions hereof, all amounts that are the responsibility of, or otherwise allocated to, Seller under this Section 2.13 shall reduce the Purchase Price at Closing either directly or as a reduction in the calculation of the Net Equity Amount.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

        Seller represents and warrants to Buyer, as a material inducement for Buyer to enter into this Agreement, the following as of the Effective Time. Exceptions to these representations and warranties shall be set forth on the Schedules to this Article III.

        3.1        Organization . Seller and each member of Company Group is the type of entity specified on Schedule 3.1 , and is validly existing under the Laws of the State of Wisconsin, has filed its most recent required annual report and has not filed articles of dissolution, and has full power and authority to own and operate its assets and businesses. Seller and each member of Company Group is duly qualified and in good standing as a foreign entity, and authorized to do business, in the jurisdictions specified on Schedule 3.1 , and such jurisdictions are the only jurisdictions in which such qualification or authorization is required, except where such qualification or authorization is not material, and Company has not received any written claim by any other jurisdiction to the effect that any member of Company Group is required to qualify or otherwise be authorized to do business as a foreign entity therein. Seller was formed as a new Wisconsin corporation on June 12, 2009, for the purpose of acquiring the Ownership Interest from Shareholders.

         3.2         Organizational Document s. A copy of all of the Organizational Documents of Seller and each member of Company Group, as in effect on the date hereof, has been made

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available to Buyer, and such copies are complete and correct. Neither Seller nor any member of Company Group is (nor has it in the past been) in breach of its Organizational Documents. True, correct and complete copies of all corporate books and minute books of each member of Company Group have been made available to Buyer, and such books contain complete and accurate records in all material respects of all meetings of Company Group’s shareholders, members and other equity owners and board of directors meetings and any committees thereof, and accurately reflect in all material respects all transactions referred to in such minutes and all material business conducted at such meetings.

        3.3        Enforceable Agreement . The execution, delivery and performance of this Agreement and each other Transaction Document by Seller, each member of Company Group and Shareholders have been duly authorized by all necessary actions and proceedings, and Seller, each member of Company Group and Shareholders have full power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents constitute the valid and binding obligation of Seller, each member of Company Group and Shareholders, and are enforceable against Seller, each member and Company Group and Shareholders in accordance with their terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general equitable principles.

        3.4        No Violation . Neither the execution and delivery of this Agreement nor the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will, except as disclosed on Schedule 3.4 , (a) violate any provision of the Organizational Documents of Seller or any member of Company Group; (b) violate, conflict with, or result in a breach or default under or termination or acceleration of (or otherwise give any other contracting party the right to terminate or accelerate) any Contract or Permit of Seller or Company Group, or related to the Business or assets of Company Group; (c) result in the creation of any Lien upon the Ownership Interest or any of the assets of Company Group (other than Liens imposed by Buyer); or (d) violate any applicable Law. Except (i) as disclosed on Schedule 3.4 , and (ii) for applicable requirements of the HSR Act, no filings with, notices to or Authorizations by, any third parties, including, without limitation, any Governmental Authorities, are necessary in connection with the execution of this Agreement or the other Transaction Documents, in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or to vest in Buyer full right, title and interest in and to the Shares, free and clear of all Liens (other than Liens imposed by Buyer). All Authorizations listed on Schedule 3.4 shall be referred to herein collectively as the “ Required Authorizations ,” and all filings and notices listed on Schedule 3.4 shall be referred to herein collectively as the “ Required Filings .”

        3.5        Good Title to Ownership Interest . Seller is the record and beneficial owner of the Ownership Interest, free and clear of all Liens and restriction on transfer of any nature (other than those imposed by applicable securities Laws), and Seller has the power to sell, assign, transfer, convey and deliver the Ownership Interest to Buyer in accordance with the terms of this Agreement. Upon the Closing, good and valid title to all of the Ownership Interest will pass to Buyer, free and clear of any Lien (other than those imposed by applicable securities Laws or

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imposed by Buyer), and Buyer shall own all of the outstanding equity ownership interest in the Company.

        3.6        Capitalization . Schedule 3.6 sets forth a true, correct and complete list of all of the authorized and all of the issued and outstanding equity ownership interests of Seller and Company Group, and any authorized and any issued and outstanding Equity Equivalents of Seller and Company Group, and sets forth a list of the owners of all such equity ownership interests and Equity Equivalents. Except as set forth on Schedule 3.6, neither Seller nor Company Group has any other equity ownership interests or Equity Equivalents that are issued and outstanding. Except as set forth on Schedule 3.6 , neither Seller nor Company Group is a party to any Contract obligating it to issue any additional equity ownership interests or Equity Equivalents. All equity ownership interests of Seller and Company Group are duly authorized, validly issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities Laws. Except as set forth on Schedule 3.6 , (a) neither Seller nor Company Group is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity ownership interests or Equity Equivalents, and (b) no Person has any preemptive or other similar rights with respect to any equity ownership interest or Equity Equivalents of Seller or Company Group. Schedule 3.6 lists any Contract existing as of the Closing Date related to the voting or transfer of any equity ownership interest or Equity Equivalent of Seller or Company Group.

        3.7        Subsidiaries . Except as provided on Schedule 3.7 , no member of Company Group owns (directly or indirectly) any capital stock or other equity ownership interest or any membership interest, partnership interest, joint venture interest or other equity interest in or Equity Equivalent of any Person. Without limitation to this Section 3.7 , Company owns all of the equity ownership interest of Federal Solutions, LLC and no other person has any equity ownership interest or Equity Equivalents in Federal Solutions, LLC.

        3.8        Contracts . Except as set forth on Schedule 3.8 neither Seller nor any member of Company Group is a party to any verbal or written:

        (a)        legally binding Contract with any officer, director or employee, including, without limitation, (i) employment agreements, stay bonus agreements, severance agreements and change in control agreements, (ii) nonsolicitation and confidentiality agreements, and (iii) Contracts under which any member of Company Group has advanced or loaned any amount in excess of Five Thousand Dollars ($5,000) to any such person;

        (b)        legally binding Contract for the sale of raw materials, commodities, supplies, products, or other personal properties, or the provision of services; in each case, if the performance of which will extend over a period of more than one year or is projected to involve consideration in excess of One Hundred Thousand Dollars ($100,000) annually;

        (c)        Contract restricting in any manner such entity’s right to compete with any other Person or restricting its right to sell to or purchase from any other Person;

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        (d)        Collective bargaining agreement or other Contract with any labor or trade union or association;

        (e)        Contract giving rise to any Indebtedness or any Lien on any of the Ownership Interest or any assets of any member of Company Group (other than purchase money security interests);

        (f)        Lease of any Real Property, in each case whether as lessor or lessee;

        (g)        Lease of any Equipment or other personal property that requires annual rental payments of more than One Hundred Thousand Dollars ($100,000), in each case whether as lessor or lessee;

        (h)        Joint venture, partnership or strategic alliance Contract or Contract evidencing an equity ownership interest in another Person;

        (i)        Contract with any Affiliated Person that will impose continuing obligations on Company Group after the Closing;

        (j)        legally binding Contract for the purchase of raw materials, commodities, supplies, products, or other personal property, or for the receipt of services, in each case, if the performance of which will extend over a period of more than one year or is projected to involve consideration in excess of Fifty Thousand Dollars ($50,000) annually;

        (k)        Contracts (other than “shrinkwrap” licenses related to commercially available software) licensing, transferring or otherwise involving Proprietary Rights;

        (l)        Contract with any consultant providing for payments in excess of Fifty Thousand Dollars ($50,000) per annum;

        (m)        Contract providing for commission or similar payments to any Person based on sales or purchases of Company Group’s products or services or Company Group’s profits (other than direct payments for goods);

        (n)        Contract under which any member of Company Group has advanced or loaned any other Person amounts in the aggregate exceeding Twenty-five Thousand Dollars ($25,000), other than account receivables incurred in the Ordinary Course of Business;

        (o)        Contract with any Governmental Authority;

        (p)        agreement regarding consignment, bailment, agency, representation, distribution, dealership or franchise which cannot be cancelled by Company Group without payment or penalty upon notice of sixty (60) days or less;

        (q)        guaranty, performance, bid or completion bond, or surety or indemnification agreement (other than any guaranty or indemnification obligation with respect to

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contracts or agreements which provide for the receipt or expenditure by Company Group of less than One Hundred Thousand Dollars ($100,000);

        (r)        other agreement which provides for the receipt or expenditure of more than One Hundred Thousand Dollars ($100,000); or

        (s)        Any other Contract not specifically listed above that is (i) material to the Business or (ii) not in the Ordinary Course of Business and provides for receipt or expenditure by Company Group of more than Ten Thousand Dollars ($10,000).

        True, correct and complete copies (or a written summary of the material terms, if oral) of all Contracts listed on Schedule 3.8 (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (the “ Material Contracts ”) have been made available to Buyer. All such Material Contracts are valid and binding agreements of Company Group, and are in full force and effect, and Company Group is not (nor, to Seller’s Knowledge, is any other party thereto) in default or breach under any terms of any such Material Contract. No act or omission on the part of Company Group (or, to Seller’s Knowledge, on the part of any other party thereto) has occurred which, without any further act or omission the part of Company Group and only contingent upon the giving of notice and/or lapse of time, would constitute a default or breach, or give any party a right of termination or acceleration, under the terms of any such Material Contract.

        3.9         Financial Statements .

        (a)        Seller has made available to Buyer the financial statements and other financial information included or specified on Schedule 3.9 (collectively, the “ Financial Information ”). The Financial Information (i) was prepared in accordance with GAAP (except, in the case of interim financial statements, for normal year-end adjustments and the omission of footnote disclosures required by GAAP); and (ii) fairly presents, in all material respects, the financial position, results of operation and changes in financial position of Company Group and the Business as of and for the periods covered by such Financial Information.

        (b)        Except as set forth on Schedule 3.9 , no member of Company Group has any Liability, Indebtedness or obligation, absolute or contingent (individually or in the aggregate), that would be required by GAAP to appear in a consolidated balance sheet of Company Group, except Liabilities, Indebtedness and obligations (i) to the extent reflected in the determination of the Actual Net Equity Amount, or (ii) incurred since the Applicable Date and not individually greater than Twenty-five Thousand Dollars ($25,000), or in the aggregate greater than One Hundred Thousand Dollars ($100,000).

        3.10        Ownership and Permitted Use of Assets . Except as provided in Schedule 3.10 and except with respect to Real Property (which is the subject of Section 3.18 ), Company Group has good and marketable title to all of its assets and property free and clear of all Liens other than Permitted Liens. Schedule 3.10 lists all assets and properties in which the Company Group has a leasehold interest. With respect to the assets and property it leases, Company Group is in compliance with such leases, and holds a valid leasehold interest to such property and assets, free

17

of any Liens other than Permitted Liens, and all said leases are valid and existing and in full force and effect. Except as provided on Schedule 3.10 , the assets and property owned and leased by Company Group (a) are all of the assets and property utilized by Company Group; (b) are all of the assets and property necessary to operate the Business as currently operated; and (c) constitute all of the assets and property relating to or used or held for use in connection with the Business during the past twelve (12) months (except inventories sold, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, and properties or assets replaced by equivalent or superior properties or assets, in each case in the Ordinary Course of Business). Except as provided on Schedule 3. 10, all of the assets and property owned or leased by Company Group that are material to the operation of the Business (a) are in good condition, ordinary wear and tear excepted, and (b) have been maintained, repaired and replaced in the Ordinary Course of Business.

        3.11        Absence of Changes or Events . Except as disclosed in Schedule 3.11 , and as contemplated by this Agreement and the transactions contemplated hereby, since the Applicable Date, Company Group has (a) at all times operated and conducted its operations only in the Ordinary Course of Business; and (b) maintained, repaired and replaced its material assets in the Ordinary Course of Business. Except as disclosed in Schedule 3.11 , since the Applicable Date, there has not been with respect to Company Group taken as a whole: (a) any declaration or payment of any dividend or other distribution to any equity owner(s) upon or in respect of any equity interest, or a purchase, retirement or redemption or entry into any obligation to purchase, retire or redeem any equity interest; (b) creation of any Lien on any assets or property, other than Permitted Liens; (c) sale, transfer, lease to others or other disposition of any material assets or property, except the sale of inventory in the Ordinary Course of Business; (d) any labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in relations with any employees or labor unions; (e) any material change made in the rate of compensation, commission, bonus or other direct or indirect remuneration or compensation payable, or any payment of or agreement made to pay or oral promise made to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to any officers, employees or directors; (f) any material capital expenditures or material capital additions deferred or delayed; (g) any material modification in the terms of any Contract related to Indebtedness or other evidence of Indebtedness; (h) any actual loss of any Material Contract or receipt by Seller or Company Group of any written notification threatening the loss of any Material Contract; (i) any cancellation, without payment in full, of any Indebtedness; (j) any material amendment to any Material Contract; or (k) any Contract entered into to take any of the types of action described in this Section 3.11 .

        3.12        Brokers or Finders . No Liability has been incurred or shall be incurred by any Person for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby as a result of the actions of Shareholders, Seller or any member of Company Group.

        3.13        Litigation; Compliance with Laws . Except as set forth on Schedule 3.13 , there are no (and have not in the past three (3) years been any) Legal Proceedings to which any member of Company Group is a party, and to Seller’s Knowledge, no such Legal Proceeding is threatened. No member of Company Group is subject to any unsatisfied judgment or award,

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order, writ, injunction or decree of any Governmental Authority. Except as set forth on Schedule 3.13 , no member of Company Group is in violation of nor has either in the past violated, any Law. Except as set forth on Schedule 3.13 , no member of Company Group has received any notification or allegation from any Person or Governmental Authority alleging a violation by Seller or any member of Company Group, the Business or the assets or properties of Company Group of any Law.

        3.14        Taxes . Each member of Company Group has filed all Tax Returns which it is required by Law to file relating to all Taxes, including, without limitation, income, property, sales, use, franchise, added value, payroll, and employees’ income withholding. Except as set forth on Schedule 3.14 , all such Tax Returns were and are complete and correct in all respects, were prepared and filed in accordance with applicable Law, and Company Group has each timely paid all Taxes shown as due and payable on each Tax Return or that was otherwise due from Company Group, together with any interest, penalties, assessments or deficiencies related thereto. Except as set forth on Schedule 3.14 , the charges, accruals and reserves for Taxes reflected in the Financial Information were adequate to cover the Tax Liabilities accruing or payable by Company Group as of the respective dates of the Financial Information. None of Company Group is delinquent in the payment of any Taxes nor has any of them requested any extension of time within which to file or send any Tax Return which remains in effect as of the date of this Agreement. None of Company Group is liable for any penalties, assessments or deficiencies related to Taxes. Except as set forth on Schedule 3.14 , to Seller’s Knowledge, no audit or deficiency for any Taxes has been proposed, asserted or assessed with respect to Company Group nor is there any Legal Proceeding pending with respect to any Tax against Company Group. None of Company Group has granted any extension of a limitation period applicable to any Tax claim against Company Group that remains in effect as of the date of this Agreement. None of Company Group has joined in the filing of a consolidated Tax return for federal, local or foreign purposes with any group of corporations or other entities for which the applicable statute of limitations remains open. None of Company Group 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 (a) change in method of accounting for a taxable period ending on or prior to the Closing Date; (b) “closing agreement” described in Code Section 7121 (or any corresponding provision of state, local or foreign Tax law) executed on or prior to the Closing Date; (c) intercompany transactions or any excess loss account on or prior to the Closing Date described in Treasury Regulations under Code Section 1502 (or any corresponding provision of state, local or foreign Tax law); or (d) any installment sale or open transaction disposition made on or prior to the Closing Date; or (e) prepaid amount received on or prior to the Closing Date.

        3.15         Employee Relations .

        (a)        Except as set forth on Schedule 3.15(a) , no charge, complaint or Legal Proceeding involving employment discrimination against Company Group is pending or has existed during the last three (3) years, nor to Seller’s Knowledge is any such charge, complaint or Legal Proceeding threatened, nor does Seller have any Knowledge of any reasonable basis for any such charge, complaint or Legal Proceeding.

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        (b)        Except as set forth in Schedule 3.15(b) , Company Group is not a party to or bound by any collective bargaining agreement applicable to its employees. Seller has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of Company Group. Company Group is not engaged in any unfair labor practice with respect to its employees. There is (i) no unfair labor practice charge, complaint or Legal Proceeding pending against Company Group or, to the Knowledge of Seller, threatened against Company Group before the National Labor Relations Board, and no Legal Proceeding arising out of or under any collective bargaining agreement is so pending against Company Group, or to the Knowledge of Seller, so threatened, and (ii) no strike, labor dispute, slow down or work stoppage pending or to Seller’s Knowledge threatened against Company Group.

        (c)        Except as disclosed in Schedule 3.15(c) , Company Group has with respect to the Business complied in all respects with all applicable Laws relating to labor, labor relations or employment, including, without limitation, any provisions thereof relating to equal employment opportunity, wages, hours, overtime regulation, employee safety, immigration control, drug testing, termination pay, vacation pay, fringe benefits, collective bargaining, payment of statutory profit sharing, and the payment or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and Company Group is not liable for any arrearage, or any Taxes, costs or penalties for failure to comply with any of the foregoing. Within the past three (3) years, Company Group has not implemented any plant closing or layoff of employees that required compliance with the WARN Act. Neither Company Group nor Buyer will incur any Liability, penalty or other charge under the WARN Act as the result of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

        (d)        True, correct and complete copies of all of Company Group’s employee handbooks and other written employment policies have been made available to Buyer prior to the execution of this Agreement. With respect to this transaction, any notice required under the National Labor Relations Act of 1935, as amended or any collective bargaining agreement of Company Group has been or will be given, and all bargaining obligations of Company Group with any employee representative have been satisfied.

        3.16         Employees and Consultants .

        (a)        Schedule 3.16(a) sets forth, as of April 30, 2009, a true, correct and complete list of each employee of Company Group and each consultant to Company Group that has entered into a written consulting agreement with Company Group, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation for the last completed fiscal year, if any, separately), and, in the case of an employee, whether such employee is hourly or salaried, unionized or non-unionized, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, and, if applicable, the anticipated date of return to active employment. Except as disclosed on Schedule 3.16(a) , Company Group does not have any unsatisfied Liability to any previously terminated Representative of Company Group. Except as set forth on Schedule 3.16(a) , no Person listed on

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Schedule 3.16(a) has received any bonus or increase in compensation since the Applicable Date, nor since such date has there been any promise orally or in writing to any such Person of any bonus or increase in compensation or continued employment.

        (b)        Except as set forth on Schedule 3.16(b) , all employees of and consultants to Company Group are “employees at will” or otherwise employed or retained in such a manner that Company Group may lawfully terminate the employment or other retention of such Persons at any time, with or without cause.

        (c)        Each Person currently or formerly retained as an independent contractor by Company Group qualifies or qualified as an independent contractor and not as an employee of Company Group under the Code.

        (d)        Neither the execution of this Agreement or the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby shall cause Company Group to be in breach of any Contract with any employee or consultant of Company Group or, except as set forth on Schedule 3.16(d) , cause Company Group or Buyer to have any Liability with respect to any severance or other amount to any employee of or consultant to Company Group.

        (e)        All Representative wages, salaries, commissions, bonuses, compensated absences and other direct compensation for all services performed by them have been paid in full to or properly accrued in accordance with Company’s GAAP. All obligations of Company Group relating to its Representatives, whether arising by operation of Law, Contract, past service or otherwise, for payments to trusts or other funds or to any governmental agency, or to any individual Representative (or to his or her heirs, legatees or legal representatives) with respect to unemployment compensation, benefits, profit sharing or retirement benefits or social security benefits have been paid, or have been properly accrued in accordance with Company’s GAAP. All obligations of Company Group to its Representatives, whether arising by operation of Law, Contract, past practice or otherwise, for vacation and holiday pay, bonuses and other forms of compensation for all services performed by them have been paid, or have been properly accrued in accordance with Company’s GAAP.

        3.17         Employee Benefits .

        (a)        All Applicable Plans of Company Group are listed in Schedule 3.17(a) . Except as disclosed on Schedule 3.17(a) , no material Liability has been incurred with regard to any Applicable plan nor is there any condition or circumstances that could reasonably be expected to give rise to any material Liability, other than Liabilities arising in the ordinary course of business. Company Group has no Liability with respect to any Applicable Plan maintained, sponsored or contributed to by an ERISA Affiliate (either currently or in the past), or to which such ERISA Affiliate has (or had) an obligation to contribute.

        (b)        Each Applicable Plan is in material compliance with the terms of its plan document and, to the extent applicable, with ERISA, the Code, and all other applicable Laws (including, without limitation, compliance with the health care continuation requirements of

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COBRA and the deferred compensation rules and withholding requirements set forth in Section 409A of the Code), and with any applicable collective bargaining agreement and all other agreements and instruments applicable to any Applicable Plan. Each Applicable Plan that is a pension plan, as defined in Section 3(2) of ERISA (each, a “ Pension Plan ”), has been determined by the IRS to be qualified under the Code or is a prototype plan which has received an opinion letter that may be relied upon by the Pension Plan. Each such Pension Plan has, in fact, been qualified in form and operation under the Code from the effective date of such Pension Plan and there have been no amendments or other developments since the effective date of such Pension Plan which could cause the loss of such qualified status. Buyer acknowledges that Applicable Plans may have insignificant events of noncompliance which can be self-corrected under the IRS EPCRS guidelines which need not be disclosed pursuant to this section. There are no Legal Proceedings pending or to the Seller’s Knowledge, threatened against or involving the Applicable Plans, or against any administrator or fiduciary of any Applicable Plans.

        (c)        Seller has made available to Buyer true and complete copies of all Applicable Plan documents of Company Group and all other material documents relating to plan administration, including but not limited to the following items with respect to each Applicable Plan:

        (i)        the Applicable Plan documents (and any applicable trust agreement, investment management agreement, administrative service Contract or insurance Contract);

        (ii)        the most recent IRS determination letter relating to each of the Pension Plans and, if applicable, welfare plans, as defined in Section 3(1) of ERISA (the “ Welfare Plans ”);

        (iii)        the three (3) most recent Annual Reports (Form 5500 Series) and accompanying schedules for each of the Applicable Plans as filed pursuant to applicable Law;

        (iv)        the summary plan description (as currently in effect) and any summary of material modification for each of the Applicable Plans;

        (v)        the most recent summary annual report furnished for each of the Applicable

Plans;

        (vi)        the most recent actuarial valuations, if applicable, and latest financial statements for each of the Applicable Plans;

        (vii)        all documents or other communications filed by Company Group with the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, since January 1, 2003; and

        (viii)        any communication received by Company Group, its Representatives, or an Applicable Plan from the IRS, Department of Labor, or Pension Benefit Guaranty Corporation since January 1, 2003.

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        (d)        Neither Company Group nor any ERISA Affiliate of Company Group, nor any of their Representatives (for which Company Group owes an indemnity obligation with respect to such Representatives’ actions) or shareholders, have engaged in any transaction with respect to any Applicable Plan in connection with which any of them would be subject either to a civil penalty assessed pursuant to Section 502 of ERISA or a tax imposed by Section 4975 of the Code. The execution and performance of this Agreement will not involve any prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

        (e)        None of the Applicable Plans is or for the calendar year 2001 or thereafter has been a pension plan subject to Title IV of ERISA, a plan subject to the funding requirements of Code Section 412, or a multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA or Code Section 414(f) (a “ Multiemployer Plan ”).

        (f)        Except as set forth on Schedule 3.17(f) , the execution and performance of this Agreement and the other Transaction Documents will not (i) constitute a stated triggering event under any Applicable Plan or employment Contract that will result in any payment (whether of severance pay or otherwise) becoming due to any Representative of Company Group, (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any Representative of Company Group under any Applicable Plan or employment Contract, (iii) cause any Representative of Company Group to accrue or receive additional benefits, service or accelerated rights to payment of benefits under any Applicable Plan or employment Contract, or (iv) directly or indirectly cause Company Group or any ERISA Affiliate of Company Group to transfer or set aside any assets to fund or otherwise provide for benefits for any Representative of Company Group. There are no Contracts providing for payments that could subject any service provider of Company Group to Liability for Tax under Section 4999 of the Code. Except as set forth on one or more Schedules to this Section 3.17 , no member of Company Group is party to any Contract or arrangement that is subject to Code Section 409A (“ 409A Plan ”). Each 409A Plan has been operated since January 1, 2005, in good faith compliance with Code Section 409A, and has and has had at all times required by applicable Law a document in compliance with Code Section 409A.

        (g)        Neither Company Group nor any ERISA Affiliate of Company Group provides with respect to Representatives of Company Group, coverage under any Welfare Plan (including, but not limited to, life insurance, disability, medical, dental, prescription drugs, or accidental death or dismemberment) to any of their retirees, other than any continuation or conversion coverage which any such retiree may have purchased at his or her own expense.

        (h)        There have been no statements, either written or oral, or communications made or materials provided to any Representative of Company Group by any Person that provide for or could be construed as a Contract or promise by Company Group to provide for any pension, welfare, or other insurance-type benefits to any such Representatives, whether before or after retirement, other than benefits under the Applicable Plans.

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        (i)        The Company Group does not provide any benefits to any Representatives of Company Group through a “multiple employer welfare arrangement,” as defined in Section 3(40)(A) of ERISA.

        3.18         Real Property .

        (a)        Schedule 3.18(a) lists (i) all Real Property owned, leased (whether as landlord or tenant) by Company Group (including a description of the record title holder, legal description (in the case of Owned Real Property), location (in the case of Leased Real Property), material improvements and any Indebtedness or other Lien related thereto; (ii) each option held by Company Group to acquire any Real Property; and (iii) any Contracts materially impacting any of the Acquired Real Property, including, without limitation, all Leases (regardless of whether Company Group is the landlord or the tenant).

        (b)        Company Group owns good, marketable and insurable title to all of the Owned Real Property (including, without limitation, the portion of the Owned Main Facility formerly leased by Company from GEN4, LLC), free and clear of Liens except Permitted Liens. The GEN4 Lease has been terminated and no member of Company Group has any Liability under or with respect to the GEN4 Lease. With respect to the Leased Real Property, Company Group is in compliance with all leases, and holds a valid leasehold interest to such property, free of any Liens except for Permitted Liens, and enjoys peaceful and undisturbed possession of the Leased Real Property, and all said leases are valid and existing and in full force and effect.

        (c)        Other than as disclosed in Schedule 3.18(c) , neither the Owned Real Property nor the Leased Real Property is subject to any Lien, Indebtedness or any other covenant, restriction, encumbrance or easement, except for Permitted Liens. Company Group is not party to any Contracts with owners or users of Real Property adjacent to the Owned Real Property or the Leased Real Property relating to the use, operation or maintenance of such Owned Real Property or Leased Real Property or the adjacent Real Property.

        (d)        To Seller’s Knowledge and except as disclosed by any applicable Title Commitment or Survey, neither the Owned Real Property nor the Leased Real Property is the subject of any pending or threatened condemnation or eminent domain or similar proceeding or action.

        (e)        There are no Legal Proceedings pending or, to Seller’s Knowledge, threatened against or relating to the Owned Real Property or the Leased Real Property.

        (f)        To Seller’s Knowledge, there is no existing, pending or proposed (i) public improvement in, about or outside the Owned Real Property or the Leased Real Property which has or is reasonably likely to result in the imposition of any assessment, Lien, or charge against any part of the Owned Real Property or the Leased Real Property; or (ii) special assessment or similar charge impacting or which is reasonably likely to impact any material part of the Owned Real Property or the Leased Real Property.

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        (g)        Complete and correct copies of any title opinions, abstracts, surveys, appraisals and environmental reports in Company Group’s possession or under its control and any policies of title insurance currently in force or in the possession of Company Group with respect to the Owned Real Property or the Leased Real Property have been made available to Buyer.

        (h)        The Owned Real Property and the Leased Real Property are in material compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Owned Real Property or the Leased Real Property (collectively, the “ Real Property Laws ”), and the current use and occupancy of the Owned Real Property and the Leased Real Property and operation of the Business thereon do not violate any Real Property Laws. Company Group has not received any written notice of violation of any Real Property Law. To the Knowledge of Seller, there is no pending change in any Real Property Law that would be reasonably likely to impair the ownership, lease, use or occupancy of the Owned Real Property or the Leased Real Property in the continued operation of the Business.

        (i)        All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Owned Real Property and the Leased Real Property, to the extent necessary for the operation of the Business as conducted thereon, are operational and sufficient for such operation.

        (j)        Except as set forth on Schedule 3.18(a) , all of the Owned Real Property and the Leased Real Property (and all buildings, structures and improvements located on the Acquired Real Property) (i) is in good condition and repair, ordinary wear and tear excepted, and (ii) has been maintained, repaired and replaced in the Ordinary Course of Business, and Company Group has not delayed or deferred any material maintenance, repair, replacement or capital expenditures in contemplation of the transactions contemplated hereby.

        (k)        Company Group has not received any notices from any insurer of the Owned Real Property or the Leased Real Property that the Owned Real Property or the Leased Real Property fails to meet underwriting standards or requires repairs, alterations or other work to be performed.

        3.19         Environmental Liability .

        (a)        Except as set forth on Schedule 3.19(a) , Company Group is not in violation of, and the Company Group has not in the past violated, any applicable Environmental, Health and Safety Requirements.

        (b)        Except as set forth on Schedule 3.19(b) , to Seller’s Knowledge, there are no underground storage tanks, landfills, surface impoundments, or disposal areas located upon the Owned Real Property. Prior to the Closing, Seller has caused substantially all liquid contained in the underground storage tanks located on the Owned Real Property to have been removed from such underground storage tanks and properly disposed on in compliance with all applicable Laws.

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        (c)        Except as set forth on Schedule 3.19(c) , to Seller’s Knowledge, the Acquired Real Property (i) does not contain any substances which will require remedial action under any Environmental, Health and Safety Requirements, and (ii) is not contaminated with any Hazardous Substance.

        (d)        Except as set forth on Schedule 3.19(d) , to Seller’s Knowledge, the Acquired Real Property does not contain any polychlorinated biphenyls (“PCBs”) or asbestos containing materials.

        (e)        With respect to the period from the date Company Group acquired fee simple title to the applicable parcel of the Owned Real Property to the Closing Date (i) Company Group has not caused or permitted Hazardous Substances to be brought on, kept, stored, used, generated, treated, disposed of or transported in, about or from such Owned Real Property (or the Leased Real Property) by Company Group in violation of any applicable Environmental Health and Safety Requirement, and (ii) Company Group has not caused or permitted a release of Hazardous Substances at such Owned Real Property. With respect to the period from the date Company Group acquired a leasehold interest in the applicable parcel of the Leased Real Property to the Closing Date, (i) Company Group has not caused or permitted Hazardous Substances to be brought on, kept, stored, used, generated, treated, disposed of or transported in, about or from such Leased Real Property by Company Group in violation of any applicable Environmental Health and Safety Requirement, and (ii) Company Group has not caused or permitted a release of Hazardous Substances at such Leased Real Property.

        (f)        Except as set forth on Schedule 3.19(a) , there are no Legal Proceedings, orders or citations involving Company Group, the Business the Owned Real Property or the Leased Real Property pending or, to Seller’s Knowledge, threatened, with respect to or involving any Environmental, Health and Safety Requirements.

        (g)        Except as set forth on Schedule 3.19(a) , Company Group has not received any written notice regarding any actual or alleged violation of, or any Liability pursuant to, Environmental, Health and Safety Requirements, including any investigatory, remedial or corrective obligations.

        (h)        Company Group has made available to Buyer complete copies of all reports, studies, correspondence and documents that are in the possession or under the control of Company Group relating to the presence of Hazardous Substances at, on, under or from the Owned Real Property and the Leased Real Property and/or Company Group’s compliance with or Liability pursuant to Environmental, Health and Safety Requirements.

        3.20        Insurance . Schedule 3.20 lists all policies of insurance maintained by Company Group (the “Insurance Policies ”). Such Insurance Policies are in full force and effect and all premiums due thereon due through the date hereof have been paid. Schedule 3.20 sets forth a list of all claims which are currently pending (or that have been made in the past three years) under any Insurance Policy. Except as set forth on Schedule 3.20 , all of such claims have been satisfied or, to Seller’s Knowledge, are being defended by an insurance carrier.

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        3.21        Intellectual Property . Schedule 3.21 contains a list of (a) all Proprietary Rights owned or used by Company Group; and (b) all licenses and other rights granted by Company Group to any third party with respect to any Proprietary Rights, and all licenses and rights granted by any third party to Company Group with respect to any Proprietary Rights. Company Group owns or has the right to use pursuant to a valid and enforceable license all Proprietary Rights owned or used by Company Group. Except as set forth on Schedule 3. 21, all Representatives of Company Group have signed intellectual property assignment agreements assigning to Company Group all Proprietary Rights they have or may develop in connection with their work for Company Group. Company Group is not infringing any Proprietary Rights of any third party, and to the Knowledge of Seller, no third party is infringing any Proprietary Rights owned or used by Company Group. Except as set forth on Schedule 3.21 , there are no claims or Legal Proceedings pending against Company Group asserting the infringement of any Proprietary Rights or asserting the invalidity, misuse, unenforceability or ownership of any Proprietary Rights owned or used by Company Group, and (to Seller’s Knowledge) no such claims or Legal Proceedings are threatened or have existed in the past three (3) years.

        3.22        Customers and Suppliers . Set forth on Schedule 3.22 is a list of the names of the twenty (20) largest customers and the twenty (20) largest suppliers (measured by dollar volume of purchases or sales in each case in 2008) of Company Group, and the percentage of Company Group’s business which each such customer or supplier represented during the calendar years ending December 31, 2008, December 31, 2007, and December 31, 2006. Except as set forth on Schedule 3.22 , (a) there exists no actual termination or cancellation of, or material adverse change in, the business relationship of the Company Group with any customer that has in the aggregate paid Company Group more than One Hundred Fifty Thousand Dollars ($150,000) in the past two (2) years or any supplier listed on Schedule 3.22, and (b) Seller has not received written notice threatening the termination or cancellation of, or material adverse change in, the business relationship of the Company Group with any customer that has in the aggregate paid Company Group more than One Hundred Fifty Thousand Dollars ($150,000) in the past two (2) years or any supplier listed on Schedule 3.22.

        3.23        Permits and Licenses . Except as set forth Schedule 3.23 , Company Group possesses all licenses, permits, approvals, authorizations, certifications, consents and listings of all applicable Government Authorities and all applicable certification organizations (collectively, “ Permits ”) which are required in order for Company to conduct the Business as presently conducted. All such Permits are in full force and effect, and to Seller’s Knowledge, no suspension or cancellation of any of them is threatened. Company Group is in material compliance with all requirements, standards and procedures related to such Permits. Schedule 3.23 includes a list of all material Permits that are required to be held by Company Group that are necessary to carry on the Business as currently conducted.

        3.24        Products Liability . Except as set forth on Schedule 3.24-A , there exists no pending or, to the Knowledge of Seller, threatened Legal Proceeding, inquiry or investigation by any Person or by or before any Governmental Authority relating to any product manufactured, distributed or sold by Company Group, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty.

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With respect to any matter identified on Schedule 3.24-A , Company Group is validly insured with respect thereto under the Insurance Policies referenced on Schedule 3.20 . Schedule 3.24-B lists all actual or, to Seller’s Knowledge, threatened Legal Proceedings, inquiries and investigations occurring at any time in the five (5) years preceding the Closing Date by any Person or by or before any Governmental Authority relating to any product manufactured, distributed or sold by Company Group, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty. Schedule 3.24-C sets forth (a) a specimen copy of each form of written warranty covering products sold by Company Group which has not yet expired; and (b) a summary of the warranty expense incurred by Company Group during each of its last five (5) years. The Company Group has not made or granted any oral warranties of any kind.

        3.25        Accounts Receivable . Except as disclosed on Schedule 3.25 , all accounts receivable of Company Group reflected on the Financial Information represent obligations to Company Group arising from bona fide transactions in the Ordinary Course of Business.

        3.26        Affiliate Transactions . Except as disclosed on Schedule 3.26 , no officer, director or managing member of Seller or any member of Company Group, nor any shareholder or other equity owner of Seller (including, without limitation, Shareholders) or Company Group, nor any person related by blood, adoption or marriage to any such person (collectively, “ Affiliated Persons ”), nor any entity in which any Affiliated Person owns any capital stock or other equity ownership interest, excluding ownership of not more than three percent (3%) of the outstanding capital stock or other equity ownership interest of any publicly traded company, (i) is a party to any Contract with any member of Company Group that will impose continuing obligations on Company Group after the Closing, or (ii) owns or leases any asset, tangible or intangible, which is used in or necessary for the Business.

        3.27         Tax Matters .

        (a)        No Contract to which any member of Company Group is a party will give rise as a result of the transactions contemplated by this Agreement or the other Transaction Documents to the payment by Company Group or Buyer of any amount that will not be deductible as a result of the terms of Section 280G of the Code and the rules and regulations thereunder. Except as provided on Schedule 3.27 , no Contract to which any member of Company Group is a party will give rise as a result of the transactions contemplated by this Agreement or the other Transaction Documents to the payment of (a) any sale bonus or stay bonus; or (b) any change of control or severance payment (including any such payment triggered in whole or in part as a result of the consummation of any such transaction).

        (b)        Seller (i) has been an S corporation (as such term is defined in Section 1361 of the Code (and any corresponding provision of state or local income tax law) at all times since its incorporation; and (ii) will not recognize any gain under Section 1374 of the Code (or any other corresponding provision of state or local income tax law) as a result of any of the transactions contemplated by this Agreement. Company (i) has at all times since [June 17, 2009] been treated as a qualified subchapter S subsidiary of Seller as defined in Section 1361(b)(3)(B) of the Code or otherwise as disregarded separate from its owner pursuant to Treas. Reg.

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301.7701-3(b)(1) and has not filed an election to be treated as a corporation pursuant to Treas. Reg. 301.7701-3(c)(1)(i); (ii), and prior to such date was an S corporation (as such term is defined in Section 1361 of the Code (and any corresponding provision of state or local income tax law) since January 1, 1986; and (iii) will not recognize any gain under Section 1374 of the Code (or any other corresponding provision of state or local income tax law) as a result of any of the transactions contemplated by this Agreement. Except as set forth on Schedule 3.27 , no member of the Company Group has liability for payment of any Tax of any Person that is not a member of the Company Group as a result of (i) being a member of an affiliated, consolidated, combined, or unitary group, (ii) an express or implied obligation to indemnify another Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to Taxes, or (iii) as a result of any agreements or arrangements with any other Person with respect to Liability for Taxes of a predecessor entity.

        3.28        Prohibited Payments . Company Group has not (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, or (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaign