STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

Schedules and Exhibits

Schedule A – Representations and Warranties of the Seller

Schedule B – Representations and Warranties of the Buyer and BV Capital

Exhibit A – Form of Non-Competition Agreement

Exhibit B – Form of Rental Agreement

Exhibit C – Form of Distribution Agreement

Exhibit D – Form of Sales Agreement

Exhibit E – Form of Share Pledge Agreement

Exhibit F – Form of Production License Agreement

Exhibit G – Form of Mutual Non-Disclosure Agreement

(1)       INDUFLEX HOLDING NV, a Belgian company, with registered office at Frankrijklei 78, 2000 Antwerp and registered with the Crossroads Bank of Enterprises under enterprise number 0807.149.569 (the “ Buyer ”); and

(2)      ROGERS CORPORATION, a Massachusetts corporation having its headquarters at One Technology Drive, Rogers, CT 06263 (the “ Seller ”).

WHEREAS

1.       DEFINITIONS; INTERPRETATION

a.      Definitions

As used in this Agreement, the following terms will have the meanings set forth below:

“ Administrative Authorizations ” has the meaning set forth in Section 16 of Schedule A .

“ Affiliate ” means, as to an entity, a person or another entity which directly or indirectly controls, is controlled by, or is under the common control with that entity; provided that for purposes of this definition, ownership of at least 50% of an entity’s voting stock, directly or indirectly, shall conclusively denote control thereof.

“ Base Purchase Price ” has the meaning set forth in Section 2(b).

“ Belgian Accounting Rules ” has the meaning set forth in Section 1(b).

“ Benefit Plan ” has the meaning set forth in Section 24 of Schedule A .

“ Business Day ” means any weekday which is not a bank holiday in the United States of America (federal), the State of Connecticut, or Belgium, as applicable.

“ Buyer’s Special Auditor ” has the meaning set forth in Section 2(c)(iii).

“ BV Capital ” means BHB BVBA/SPRL, a Belgian private limited liability company with address at Frankrijklei 78, 200 Antwerp (Belgium), registered with the Crossroads Bank of Enterprises under enterprise number 0862808169;

“ Cleanup ” means any investigation, cleanup, removal, containment, monitoring or other remediation or response actions required by applicable Environmental Law or Occupational Safety and Health Law.

“ Closing ” has the meaning set forth in Section 7(a).

“ Closing Date ” means the date of the Closing.

“ Collective Agreement ” has the meaning set forth in Section 22 of Schedule A .

“ Company Code ” means the Belgian company code of May 7, 1999, as amended.

“ Contract ” means any written contract or agreement or other written arrangement or commitment of a contractual nature, entered into by the Company and in force or of relevance at the Closing Date.

“ Contribution ” means consolidated revenue derived from sales of Company products less the consolidated variable cost of goods sold, as computed in accordance with past practices and including all accounting line items as described in Schedule D .

“ Disclosure Schedule ” means the disclosure schedule delivered by the Seller to the Buyer concurrently with the execution and delivery of this Agreement, updated as necessary with respect to accounts receivable, accounts payable and Inventory of the Company as of a date not more than four (4)- Business Days prior to the Closing Date, and attached hereto as Schedule C .

“Distribution Agreement” shall have the meaning set forth in Section 3(c).

“ Earnout Period ” has the meaning set forth in Section 2(g).

“ Encumbrance ” means any security interest, pledge, mortgage, lien, charge, option, adverse claim of ownership or use, right of usufruct, easement, restriction on transfer (such as a right of first refusal or other similar right), defect of title or any material encroachments or material encumbrance of any kind or character, other than those arising by operation of law.

“ Environment ” means soil, land surface or subsurface strata, surface waters (including without limitation navigable waters, streams, ponds, drainage basins, and wetlands), groundwater, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

“ Environmental, Health and Safety Liabilities ” means any cost, damages, expense, liability or obligation arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to: (i) any environmental, health, or safety matters or conditions (including on-site or off-site contamination, occupational safety and health, and regulation of chemical substances or products); (ii) fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, preventive, remedial, recovery or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law; (iii) financial responsibility under Environmental Law or Occupational Safety and Health Law for costs of Cleanup or corrective action, (iv) any other compliance, corrective, investigative, or remedial measures required under Environmental Law or Occupational Safety and Health Law; or (v) any claim by third parties arising out of or in connection with any Environmental, Health and Safety Liabilities.

“ Environmental Law ” means any Legal Requirement in force and applicable on or prior to the Closing Date to the Company or to the conduct of or operation of its business or the ownership or use of any of its assets that requires or relates to: (i) advising appropriate authorities, employees and the public of intended or actual releases of pollutants or Hazardous Materials, violations of discharge limits, or other prohibitions and of the commencement of activities, such as resource extraction or construction, that could have a material impact on the Environment; (ii) preventing or reducing to acceptable levels the release of pollutants or Hazardous Materials into the Environment; (iii) complying with all terms, conditions and requirements set forth in any Environmental Permit or any applicable rule of law; (iv) reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated; (v) assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of; (vi) protecting resources, species, or ecological amenities; (vii) reducing to acceptable levels the risks inherent in the transportation of Hazardous Materials, pollutants, oil or other potentially harmful substances; (vii) cleaning up pollutants that have been released, preventing the threat of Release of such pollutants or paying the costs of such clean up or prevention; or (viii) making responsible parties pay private parties, or groups of them, for damages done to their health, their assets or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

“ Environmental Permits ” means any Administrative Authorizations affecting public health and safety or worker health and safety which directly relate to the Environment, land use, historic preservation, zoning, green or open space or flora and fauna protection, including, without limitation, those relating to (i) emissions, discharges or threatened discharges or pollutants, contaminants, Hazardous Materials or petroleum into the air, surface water, ground water or the ocean, or on or into the land; and (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport and handling of pollutants, contaminants, Hazardous Materials or petroleum.

“ Facilities ” means any real property or leaseholds currently owned or operated by the Company and any buildings, plants or structures currently owned or operated by the Company, including the real property located at Ottergemsesteenweg 799, 9000 Ghent and having the cadastral number H364D3.

“ Financial Debt ” means all non operational financial indebtedness of the Company for fixed amounts, as usually (but not necessarily exhaustively) shown in the following statutory account codes on the Financial Statements: Codes 291 and 41 on the assets side, and Codes 170/4, 42 and 43 on the liability side.

“ Financial Statements ” has the meaning set forth in Section 4 of Schedule A .

 “ Hazardous Activity ” means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in, on, under, about or from the Facilities or any part thereof into the Environment, and any other act, business, operation or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm to persons or property on or off the Facilities.

“ Hazardous Materials ” means any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.

“ Indemnified Party ” means a Party entitled to indemnification hereunder.

“ Information Technology Assets ” has the meaning set forth in Section 26 of Schedule A .

“ Intellectual Property” has the meaning set forth in Section 25 of Schedule A .

“ Intercompany Financial Debt ” means Financial Debt owed by or to the Company to or from the Seller or any other Affiliate of Seller.

“ Inventory ” has the meaning set forth in Section 12 of Schedule A .

“ Key Personnel ” ( singular “Key Person”) means the current Plant Manager (Steven), the current Sales Engineer (Gustaaf) and the current Accountant (Martine).

“ Knowledge ” -- an individual will be deemed to have “knowledge” of a particular fact or matter if (i) such individual is actually aware of such fact or matter; or (ii) such individual should have discovered such fact or matter acting in good faith within the scope of his duties as normally conducted.  The Seller will be deemed to have “Knowledge” of a particular fact or matter if any current director, Officer or senior management member (including, but not limited to, the European Controller and the European Environmental Coordinator) of the Seller and/or Rogers BVBA, other than an individual continuing his or her employment with the Company after the Closing, has Knowledge of such matter.

“ Legal Requirement ” means without limitation any and all civil and common law, statute, subordinate legislation, treaty, regulation, directive, decision, by-law, ordinance, circular, code, order, notice, demand, decree, injunction, resolution, judgment or recommendation of any government, quasi-government, statutory, administrative or regulatory body, court or agency in any applicable jurisdiction, but only to the extent that such Legal Requirement is binding upon the Seller or the Company.

“ Litigation ” means, without limitation, any (i) actions, suits or proceedings by any person, (ii) arbitration or alternative dispute resolution process, or (iii) administrative or other proceeding by or before or any investigation by any governmental or other regulatory body or agency.

“ Loss ” or “ Losses ” means any and all monetary losses, liabilities claims, damages, obligations and expenses and other tangible and measurable damages. Losses shall include reasonable costs and expenses (including fees and expenses of legal counsel, and of pre-litigation investigation and defense). Loss shall in no event include consequential damages, and shall only include   lost profits to the extent that the following two conditions both apply: (a) that such lost profits are directly caused by an alleged breach of any representation, warranty, covenant or any other obligation made herein; and (b) that the profits lost are those which would have been derived from actual purchase orders received and acknowledged on or prior to the date of breach.

In order to reflect the understanding between Parties, as what they consider as lost profits herein, a few examples are listed below, it being understood that (i) these examples intend solely to illustrate the interpretation of Parties in respect of the notion ‘lost profits’ and (ii) in no way are these examples intended to be exhaustive as to which particular losses should be compensated.

 “ Management Fees ” means any and all fees for non-commercial services to the Company by the Seller or any Related Person of the Seller.

“ Material Adverse Effect” means any fact, event or occurrence which, individually or when taken together with the consequence of another or a series of related events or circumstances, is or could reasonably be expected to have a negative financial impact to the assets, financial condition, business or results of operations of the Company taken as a whole.

“ Non-Competition Agreement ” has the meaning set forth in Section 3(a).

“ Occupational Safety and Health Law ” means any Legal Requirement in force and applicable on or prior to the Closing Date to the Company or to the conduct of or operation of its business or the ownership or use of any of its assets designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards.

“O fficer ” means, with respect to any Party, a president, vice-president, managing director, treasurer or principal financial officer, comptroller or principal accounting officer, and any individual routinely performing corresponding functions with respect to such Party.

“ Production License Agreement ” has the meaning set forth in Section 3(f).

“ Purchase Price ” has the meaning set forth in Section 2(b).

“ Related Agreements ” has the meaning set forth in Section 3.

“ Related Persons ” means with respect to any specified person (i) any person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified person, (ii) any person that holds a twenty percent (20%) or more equity ownership interest in such specified person, (iii) each person that serves as a director, Officer, partner, executor or trustee of such specified person (or in a similar capacity), and (iv) any person in which such specified person holds a twenty percent (20%) or more equity ownership interest, and (v) any person with respect to which such specified person serves as a general partner or a trustee (or in a similar capacity).

“ Release ” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment whether intentionally or unintentionally.

“ Rental Agreement ” has the meaning set forth in Section 3(b).

“ Rogers BVBA means a Belgian public limited liability company with its registered office at Afrikalaan 188, 9000 Ghent and registered with the Crossroads Bank of Enterprises under number 0406.657.553.

“ Rogers Suzhou ” has the meaning set forth in Section 3(c).

“ Sales Agreement ” has the meaning set forth in Section 3(d).

“ Share Pledge Agreement ” has the meaning set forth in Section 2(e).

“ Shares ” has the meaning set forth in Recital A to this Agreement.

“ Subsidy ” has the meaning set forth in Section 17 of Schedule A .

“ Target Contribution ” means an amount equal to €3,642,000.00.

“ Taxes ” means any direct or indirect taxes, social security charges, imposts and other duties which any company is required to pay, withhold or collect, including any income taxes, capital gains taxes, real property taxes, stamp duties, V.A.T., excise taxes, employee withholding taxes, social security and pension contributions, environmental taxes and other governmental charges or duties, and any interest, penalties or other additions to tax.

“ Tax Return ” has the meaning set forth in Section 19 of Schedule A .

“ UCB Litigation ” has the meaning set forth in Section 6 f of this Agreement.

b.      Interpretation

Any financial or accounting term or principle used in this Agreement (including, without limitation, Contribution) shall have the meaning ascribed to it by, and/or shall be construed in accordance with, Belgian accounting laws currently in effect, and shall conform to existing accounting and valuation rules which appear on the statutory accounts of the Company filed with the National Bank of Belgium (such laws and rules being referred to collectively herein as “ Belgian Accounting Rules ”).  When a reference is made in this Agreement to a Section, an Article, an Exhibit or a Schedule, such reference shall be to a Section, an Article, an Exhibit or a Schedule of this Agreement unless otherwise indicated.  All references to an Article, a Section, an Exhibit or a Schedule shall include all subparts thereof.  Any disclosure in the Disclosure Schedule shall be deemed made with respect to each and every representation to which it may have relevance.  The table of contents, the index of defined terms and the headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.  This Agreement has been thoroughly and vigorously examined and negotiated by competent separate counsel for Buyer and Seller, respectively, and therefore no interpretation of this Agreement shall be influenced by any purported control of the drafting of this Agreement or any Related Agreement.  Whenever the word "including" is used in this Agreement, it shall be deemed to mean "including without limitation," "including, but not limited to" or other words of similar import such that the items following the word "including" shall be deemed to be a list by way of illustration only and shall not be deemed to be an exhaustive list of applicable items in the context thereof.

2.        PURCHASE AND SALE OF SHARES

a.      Purchase and Sale of Shares

Subject to the terms and conditions of this Agreement, the Seller hereby irrevocably (except as otherwise set forth herein) covenants and agrees to sell and transfer to the Buyer, and the Buyer hereby irrevocably (except as otherwise set forth herein) covenants and agrees to purchase from the Seller, for the Purchase Price (as defined below) all right, title and interest in and to all of the Shares, free and clear of any Encumbrance. As from Closing the Buyer shall be the sole holder of all rights pertaining to the Shares (such as but not limited to voting rights, dividend rights, liquidation rights).

b.      Purchase Price

Subject to adjustment as set forth in Section 2(d) and to the limitations set forth below, in consideration of the Shares and subject to the terms and conditions set forth in this Agreement, the Buyer shall pay to the Seller the amounts described in Section 2(b)(i) – (iv) (collectively, the “ Purchase Price ”); provided, that, except for interest thereon as described in Section 2(e), the total amount due pursuant to Section 2(b)(ii) – (iv), below, shall not exceed Four Million Five Hundred Thousand Euros (€4,500,000).  The Purchase Price shall be transferred in accordance with wire instructions specified by the Seller in writing and communicated to Buyer at least three (3) Business Days prior to the applicable payment date and shall be made as and when set forth below:

(i)           On the Closing Date, via wire transfer of immediately available funds, the sum of Eight Million Nine Hundred Forty Thousand Euros (€8,940,000.00) (the “ Base Purchase Price ”), plus One Million Five Hundred Ninety-Six Euros (€1,000,596.00), representing cash and cash equivalents reflected on the balance sheet of the Company as of December 31, 2007, which amount the Seller shall use reasonable efforts to make sure remains on the balance sheet of the Company at the Closing Date. Two (2) Business Days prior to the Closing Date, the Seller will provide the Buyer with a good faith estimate of the cash that will be available at the Closing Date.

(ii)           An amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the Company for the fiscal year ended December 31, 2009, less Target Contribution, which shall be payable to the Seller on or prior to the earlier of (a) thirty (30) days following the date on which the financial results for such fiscal year are available; and (b) April 30, 2010;

(iii)           An amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the Company for the fiscal year ended December 31, 2010, less Target Contribution, which shall be payable to the Seller on or prior to the earlier of (a) thirty (30) days following the date on which the financial results for such fiscal year are available; and (b) April 30, 2011; and

(iv)           An amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the Company for the fiscal year ended December 31, 2011, less Target Contribution, which shall be payable to the Seller on or prior to the earlier of (a) thirty (30) days following the date on which the financial results for such fiscal year are available; and (b) April 30, 2012.

In the event that any calculation described in Section 2(b)(ii) – (iv) results, for the fiscal years ended December 31, 2009 and/or 2010, in an amount less than zero, then (a) no amounts shall be due from Buyer to Seller, or from Seller to Buyer, on account of that year; and (b) any such negative amounts will be offset with any positive amounts resulting from such calculation for the fiscal years ended December 31, 2010 and/or 2011. For the avoidance of doubt, the future set-off described in the preceding sentence shall be the Buyer’s sole recourse in the event of any such negative amounts.  No offset or reduction of any portion of the Purchase Price previously accrued to Seller shall be made on account of any such negative amounts, nor shall there be any obligation that the Seller repay any portion of the Purchase Price previously paid by Buyer pursuant to Section 2(b)(i) – (iii) in any applicable fiscal year.

Solely with respect to any payment made by Buyer pursuant to Section 2(b)(iv), Buyer shall provide Seller with a good faith estimate of the amount of any such payment no later than January 10, 2012, so as to allow Seller to properly allocate the Purchase Price on its books.

c.      Determination of Contribution

(i)           For purposes of determining Contribution for any applicable period, the operations of the Company shall be segregated from the other operations of any other entity, including Affiliates of the Buyer or BV Capital.

With respect to payments to be made pursuant to Section 2(b)(ii), above, “Contribution” shall be deemed to include the Contribution of any sales made during the last quarter of fiscal 2008 the circumstances of which indicate that, in the ordinary course of business as conducted prior to the Closing, such sales would normally have been made in fiscal 2009. With respect to payments to be made pursuant to Section 2(b)(iv), above, “Contribution” shall be deemed to include the Contribution of any sales made during the first quarter of fiscal 2012 the circumstances of which indicate that, in the ordinary course of business as conducted prior to the Closing, such sales would normally have been made in fiscal 2011.  The Buyer shall provide to the Seller, upon request, reasonable information regarding sales in the last quarter of fiscal 2008 and the first quarter of fiscal 2012, to enable the Seller to audit same and assess the nature of such sales with respect to the foregoing criteria, and any deviation therein shall be subject to the provisions regarding audit compensation and dispute resolution set forth in clauses (ii) and (iii) below. The legal burden of proof that such sales should be reallocated for purposes hereof shall be upon the Seller.

In addition the Buyer shall provide Seller, not later than 30 January of each fiscal year during the Earnout Period, with a good faith estimate of Contribution for the relevant fiscal year.

(ii)           Not later than each of the payment dates set forth in Sections 2(b)(ii)-(iv) above (whether or not any actual payment is then due), the Buyer shall provide to the Seller with audited financial statements of the Company for the previous fiscal year. Following receipt of such audited financial statements of the Company for any such fiscal year, Seller shall have the option, at its sole expense, to have any such audited financial statements, together with the work papers used in the preparation thereof, reviewed by an auditing firm of its choosing which is not then providing substantial services to the Seller, in order to verify the determination of Contribution and for any other reason pertinent to the calculation of the payments, accruals and/or setoffs to be made pursuant to Section 2(b)(ii) – (iv) for the applicable fiscal year.  In the event that such review shows a deviation of five percent (5%) or more from the Contribution shown on the applicable audited financial statement for any fiscal year, Seller shall notify Buyer of such deviation and of the amount of Seller’s expenses in connection with such audit, in which case, subject to clause 2(c)(iii) below, Buyer shall reimburse Seller for all reasonable audit expenses, as well as any additional Purchase Price payment due, within ten (10) Business Days following receipt of such notice.

(iii)           If, not later than ten (10) Business Days following receipt by Buyer of the notice described in the last sentence of Section 2(c)(ii), Buyer notifies Seller that it intends to have such results re-audited by an auditing firm selected by the Buyer which is not then providing substantial services to the Buyer (“ Buyer’s Special Auditor ”), then Buyer’s obligation to reimburse Seller and pay any disputed additional Purchase Price amount shall be suspended pending the results of such audit. If the Buyer’s Special Auditor determines that the deviation described in such notice has been reached in error, and delivers a written statement to that effect to both the Buyer and Seller, then, if Seller still disputes such determination, the payment of any disputed portion of the Purchase Price, as well as reimbursement of the reasonable audit expenses (if the Buyer’s Special Auditor’s determination states that such deviation, if any, is less than five percent), shall remain suspended, pending a final resolution of the matter in accordance with Section 9(f).

d.      Adjustment

A deposit in the amount of Two Hundred Ninety-Two Thousand Eight Hundred Twenty Euros (€292,820.00) has been made by the Company to Openbare Afvalstoffenmaatschappij voor het Vlaamse Gewest (“ OVAM ”). Promptly following the unconditional release of all or any portion of the deposit by OVAM the released amount will be paid over to the Seller; provided, that (i) the Seller shall be responsible for any additional tests, investigations or recovery measures legally required to be incurred by the Company, and (ii) the Seller will bear any and all costs in connection with obtaining an unconditional release of the deposit. Following the Closing Date, the Seller agrees to provide the Company with reasonable access to Laurent Verschuere, the current Environmental Coordinator of Rogers BVBA, or his successor, to provide such assistance as Buyer reasonably may request in connection with the handling of any outstanding obligations of the Company to OVAM through the date of such unconditional release. Buyer understands that M. Verschuere, and any successor, is and shall be fully engaged in the ongoing business activities of Rogers BVBA, and will therefore not be available to Buyer on demand or for extended periods of time.  Buyer agrees to direct all requests for such assistance to M. Dirk Maeyens (or, in his absence, a person designated by M. Luc Van Eenaeme) .   Buyer and Rogers BVBA shall agree to use commercially reasonable efforts to reduce the disruption to the activities of Rogers BVBA and Buyer in connection with the provision of such assistance by M. Verschuere or his successor pursuant to this Section 2(d).

e.      Interest

Interest will accrue on any and all amounts due from Buyer to the Seller pursuant to Section 2(b)(ii) – (iv) and not in dispute at the rate of 4% per annum, for the period from the Closing Date to the date of such payment. Interest will accrue on amounts subject to an actual dispute pursuant to Section 2(c) from the date of challenge by either Party, and will become due and payable on such amounts as of the date of a final resolution, in accordance with the terms and conditions of this Agreement, of such dispute.

f.      Security and Subordination

All amounts payable by Buyer to Seller pursuant to this Agreement shall be secured by a lien on the Shares, as evidenced by the Share Pledge Agreement; provided, that such lien shall be subordinated only to the bank loans incurred directly by Buyer to finance the purchase of the Shares at the Closing.

g.   Sale of the Company During the Earnout Period

No sale of all or substantially all the Company’s operating assets, other than in the ordinary course of business consistent with past practice, and no sale, exchange, merger or other disposition of all of the Company’s stock (collectively, a “ Company Sale ”), shall be permitted prior to January 1, 2010, without the express prior written consent of the Seller, which may be withheld, delayed or conditioned at Seller’s sole discretion. No (i) sale of less than all of the Company’s operating assets, other than in the ordinary course of business consistent with past practice, (ii) sale, exchange or other disposition of less than all of the Company’s stock, or (iii) Company Sale other than to a third party that is not an Affiliate of Buyer, shall be permitted following the Closing Date and prior to December 31, 2011 (the “ Earnout Period ”) without the express prior written consent of the Seller, which may be withheld, delayed or conditioned at Seller’s sole discretion.  No Company Sale shall be permitted during the Earnout Period if any other stock, or any assets or consideration related to a different business than the Company, are being conveyed to the same or an affiliated purchaser or acquiror in connection therewith.

In the event of a Company Sale during the Earnout Period and on or after January 1, 2010, then: (a) if the purchase price thereof (whether guaranteed or contingent) equals or exceeds the sum of Thirteen Million Four Hundred Forty Thousand Euros (€13,440,00.00), then the entire unpaid portion of the Purchase Price shall be paid to Seller within 24 hours of receipt by the Buyer, as if Seller had completely met the conditions of Sections 2(b)(ii)-(iv) hereof; and (b) if the purchase price therefor (whenever or however payable) exceeds the Base Purchase Price but is less than the sum of Thirteen Million Four Hundred Forty Thousand Euros (€13,440,00.00), then fifty percent (50%) of that portion of the purchase price paid by such third party (whether guaranteed or contingent) which exceeds the amount of the portion of the Base Purchase Price then accrued to the Seller, together with all payments received by Seller pursuant to Section 2(b)(ii) – (iv), shall be paid to the Seller within 24 hours of receipt by the Buyer. Any payments pursuant to (a) or (b) above shall include any applicable interest provided for herein, as well as either (i) the adjustment referred to under Section 2(d), whether or not that adjustment actually has become due in accordance with the terms and conditions set out in Section 2(d); or (ii) an undertaking by the purchaser in the Company Sale to pay such adjustment directly to the Seller when and if it becomes due in accordance with the terms and conditions set out in Section 2(d), with such undertaking indemnified by Buyer. In no event shall Buyer’s payments hereunder, together with amounts already accrued and/or paid to Seller under this Agreement, exceed the sum of Thirteen Million Four Hundred Forty Thousand Euros (€13,440,00.00) plus any adjustments and interest as provided in and pursuant to the terms and conditions of clauses (d) and (e) above.

h.      Additional Payment

The Buyer agrees to pay to Seller, on the Closing Date, the additional amount of Seven Hundred Fifty Thousand Euros (€750,000.00) (being the amount Rogers BVBA owed to the Company as of 31 December 2007 and which is reflected on the balance sheet of the Company as of that date) subject to the settlement, at the Closing Date, of all Intercompany Financial Debt.  Such amount shall not be deemed an addition to or a component of the Purchase Price for purposes hereof.

3.      RELATED AGREEMENTS

In connection with the sale and purchase of the Shares contemplated by this Agreement, the Parties at the Closing shall each execute and deliver, as applicable, the following agreements (collectively, together with any other binding legal agreements, instruments and certificates delivered to a Party hereto in connection herewith, the “ Related Agreements ”):

a.           A Non-Competition Agreement by and between the Seller and the Buyer in substantially the form attached hereto as Exhibit A (the “ Non-Competition Agreement ”).

b.           A Building Lease Agreement substantially in the form attached hereto as Exhibit B for lease to Rogers BVBA of the Company’s transit and resale warehouse for up to six (6) months following the Closing, with an option in favor of Rogers BVBA to extend such term for up to an additional twelve (12) months thereafter, upon current terms and conditions (the “ Rental Agreement ”);

c.           A Distribution Agreement in substantially the form attached hereto as Exhibit C among the Company, Rogers Technologies (Suzhou) Co. Ltd., a company incorporated under the laws of China (“ Rogers Suzhou ”), Rogers Technologies (Singapore) Inc., a company incorporated under the laws of Singapore (“ Rogers Singapore ”) and Rogers Southeast Asia, Inc., a company incorporated under the laws of Hong Kong (“ Rogers Hong Kong ”) for the distribution of the Company’s products by Rogers Suzhou and the remaining distributor parties for a period of six (6) months following the Closing (the “ Distribution Agreement ”).

d.           A Sales Agreement in substantially the form attached hereto as Exhibit D between the Company and the Seller for the supply of bus bar insulation (the “ Sales Agreement ”).

e.           A Second Ranking Share Pledge Agreement in substantially the form attached hereto as Exhibit E , evidencing the lien on the Shares described in Section 2(f) (the “ Share Pledge Agreement ”).

f.           A Production License Agreement between the Company and the Seller in substantially the form attached hereto as Exhibit F , permitting Seller and/or its Affiliates to manufacture, solely for Seller’s and its Affiliates’ own use and not for resale (except as incorporated in other Seller products sold to third parties), laminates used in insulation of busbars manufactured by Seller and/or its Affiliates (the “ Production License Agreement ”).

g.           Certificates of each Party’s respective Officers, attesting to their respective organizational documents, to the incumbency of the Officers signing this Agreement on their behalf, and to the resolutions of their respective Boards of Directors approving the transactions contemplated by this Agreement.

h.           Duly executed resignations, effective as of the Closing Date, of the following persons: M. Luc Van Eenaeme, as a director and as the managing director ( administrateur délégué / gedelegeerd bestuurder ) of the Company, and of Messrs. Robert D. Wachob and Dennis M. Loughran as directors of the Company.

i.           A Mutual Non-Disclosure Agreement among the Buyer, the Company and the Seller in substantially the form attached hereto as Exhibit G .

4.      REPRESENTATIONS AND WARRANTIES OF THE SELLER

a.           The representations and warranties are made as of the date hereof and as of the Closing Date or, as the case may be, any such earlier or later date as of which they are expressly made.

b.           Subject to the provisions of Section 8(b)(v), the Seller expressly acknowledges that the Buyer is entering into the Agreement in reliance upon the representations and warranties as well as upon the other covenants, undertakings, commitments and obligations of the Seller hereunder, all of which constitute essential elements for the Buyer’s agreement to the purchase of the Shares. The Seller expressly agrees that no investigation by the Buyer and no information furnished by the Seller or any third party shall limit the scope of the representations and warranties or of any other covenants, undertakings, commitments and obligations of the Seller unless disclosed in the Disclosure Schedule. For the sake of clarity and the avoidance of any doubt, nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to representations and warranties or of any other covenants, undertakings, commitments and obligations of the Seller, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail or refers, together with reasonable explanation as necessary, to a particular document.

c.           For the avoidance of any doubt, save as otherwise provided in particular in the relevant representation or warranty, the representations and warranties are made in respect of events, matters or circumstances:

- which occurred or arose on or before the Closing Date; or

- which shall occur or arise after the Closing Date, provided that in that case the cause or origin (“ de oorzaak of de oorsprong ”/ “ la cause ou l’origine ”) of such events, matters or circumstances dates back to or before the Closing Date.

The Buyer hereby makes the representations and warranties to the Seller set forth in Schedule B hereto.

The Buyer agrees, from and after Closing Date, to indemnify and hold the Seller and its agents, partners and Related Persons (collectively, the " Seller Indemnified Parties ") harmless from and against any Losses incurred by a Seller Indemnified Party directly or indirectly resulting from (x) any inaccuracy in, or breach of, a representation or warranty  contained in this Agreement, or (y) any failure by the Buyer to perform or comply with any applicable covenant contained herein, including without limitation the various payment obligations of Buyer pursuant to Section 2 hereof.

Without limiting the foregoing, BV Capital agrees, from and during the Earnout Period and until the payment of all amounts accrued to Seller pursuant to Section 2(b)(ii) - (iv) in full, to guarantee the payment obligations of the Buyer pursuant to Section 2(b) (ii)-(iv), including interest accrued thereon pursuant to Section 2(e), subject to the following:

-           Each time any payment is made pursuant to Section 2(b)(ii) - (iv) by Buyer and/or BV Capital or is deemed to have been made in accordance with the terms hereof (see Section 6(h)), the liability of BV Capital shall be automatically and irreversibly decreased by such amount paid or deemed to be paid.

-           The payment obligation of BV Capital hereunder shall only arise at the earliest to occur of the following events:  (a) the Buyer and Seller have reached agreement on the amount of any payment due pursuant to Section 2(b)(ii) - (iv), and (b) if such amounts are disputed between the Buyer and the Seller, the entire procedure of Section 2(c) has been completed.

-           Although BV Capital expressly waives the benefit of article 2021 of the Belgian Civil Code, BV Capital shall not be jointly liable for the payment of amounts accrued to Seller pursuant to Section 2(b)(ii) - (iv), but only to the extent that the payment obligation of BV Capital shall be subject to (and only to) (a) the Seller having provided notice to BV Capital, with a copy to the Buyer, confirming its intention to enforce its guarantee hereunder, which notice shall include (i) a copy of the document demonstrating the agreement which the Buyer and Seller have reached on the amount of any payment due pursuant to Section 2(b)(ii) - (iv), or (ii) if such amounts were disputed between the Buyer and the Seller, proof that the entire procedure of Section 2(c) has been completed, and (b) Buyer’s failure to pay the amounts accrued to Seller pursuant to Section 2(b)(ii) - (iv) within sixty (60) days following delivery of such notice. During such sixty day period, BV Capital shall have the right to negotiate with its financing bank for additional financing or a temporary change in the existing payment schedule.  BV Capital expressly agrees to be subject to Section 9(f) in connection with Seller’s enforcement of its guarantee set forth herein.

6.      COVENANTS

a.      Debt

(i)           Any Financial Debt of the Company shall be satisfied in full as of the Closing Date.

(ii)           Subject to Section 6(c), Intercompany Financial Debt incurred or accrued from January 1, 2008 through the Closing Date shall be satisfied in full, such that a zero balance therefor remains on the balance sheet of the Company as of the Closing Date.

b.      Confidentiality

The Parties and BV Capital undertake to keep in strict confidence all terms and conditions of this Agreement and the transactions contemplated hereby and not to use or disclose any confidential information relating to any of them and (in the case of the Seller) the Company, unless made (i) in the reasonable belief that it is required pursuant to a Legal Requirement, or (ii) to a Party’s or BV Capital’s attorneys, accountants, advisors and other professionals and agents, each of whom shall be required to treat such confidential information in at least the same manner as set forth herein. Each of the Parties and BV Capital shall use their best efforts to prevent any such use or disclosure by any third party.

Neither any Party nor BV Capital shall issue or make, or allow to be issued or made, any press release or public announcement concerning the transactions contemplated by this Agreement without the prior written consent of the remaining Parties and/or BV Capital, as applicable (provided, however, that no such Party’s consent shall be unreasonably withheld, delayed or conditioned), except pursuant to any Legal Requirement, but in any event only after giving the remaining Parties and/or BV Capital, as applicable, a reasonable opportunity to comment on such release or announcement in advance.  The Parties and BV Capital acknowledge that Seller, as a publicly traded company, may have certain Legal Requirements in the nature of public securities filings with very short filing deadlines, and therefore shall have discretion to file same if necessary even prior to receipt of approval from the Buyer, and that Seller, in any event, must have the final decision as to the content and wording of such filings.

In addition to the restrictions set forth above, the terms and conditions set forth in that certain Non-Disclosure Agreement dated April 9, 2008, by and between Seller and BV Capital with respect to the Company shall remain in full force and effect (including, without limitation, the terms and conditions therein regarding contact by BV Capital with employees, suppliers, customers, distributors and sales representatives of the Company), and shall be deemed to apply to the Buyer as well as to BV Capital; provided, however, that in the event the terms and conditions of this Agreement conflict with those set forth in such Confidentiality Agreement, this Agreement shall prevail.

c.      Sale of Rogers Suzhou Inventory; Intercompany Trade Debt Generally

Promptly after the expiration of the term of the Distribution Agreement, the Seller will cause Rogers Suzhou to sell to the Company all goods produced by the Company and which were sold to and are then still held by Rogers Suzhou on such date, and the Buyer shall cause the Company to purchase such goods from Rogers Suzhou. The price to be paid by the Company for such goods will be the price that Rogers Suzhou paid to the Company, exclusive of any third party shipping or insurance costs therefor and/or any duties thereon, for the acquisition of such goods.

Rogers Suzhou will satisfy any intercompany trade debt owed by it to the Company within seventy-five (75) days of receipt of invoices therefor during the term of the Distribution Agreement. Within 75 days of the date of termination of the Distribution Agreement in accordance with its terms, the Sel