STOCK PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

AVIS INDUSTRIAL CORPORATION

as Seller

and

MANITEX INTERNATIONAL, INC.

as Buyer

Dated as of

July 10, 2009

TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made and effective as of July 10, 2009 by and between AVIS INDUSTRIAL CORPORATION, an Indiana corporation (“ Seller ”), and MANITEX INTERNATIONAL, INC., a Michigan corporation (“ Buyer ”).

WITNESS:

WHEREAS, Badger Equipment Company, a Minnesota corporation (the “ Company ”), is engaged in the business of manufacturing specialized earthmoving, railroad and material handling equipment (the “ Business ”);

WHEREAS, Seller owns all of the outstanding shares of capital stock of the Company (the “ Company Shares ”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer the Company Shares upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, capitalized terms used but not defined in the context of the Section in which such terms appear shall have the meanings set forth in Section 8.16 .

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and conditions set forth in this Agreement, and intending to be legally bound, the parties hereto do hereby agree as follows:

1.1 Company Shares . Subject to the satisfaction or waiver of the conditions set forth in this Agreement, Seller hereby agrees to sell, transfer and deliver to Buyer, and Buyer hereby agrees to purchase and accept from Seller, all right, title and interest in and to the Company Shares.

1.2 Purchase Price . The aggregate purchase price (the “ Purchase Price ”) for the Company Shares shall be an amount equal to: (a) a promissory note, in the form attached hereto as Exhibit A , executed by Buyer in favor of Seller in the principal amount of Two Million Seven Hundred Fifty Thousand U.S. Dollars ($2,750,000) (the “ Promissory Note ”), plus (b) Three Hundred Thousand (300,000) shares of unregistered stock of Buyer (the “ Buyer Shares ”), plus (c) cash in the amount of Forty Thousand U.S. Dollars ($40,000).

1.3 Payment . As of the date of this Agreement, Buyer shall provide to Seller, in consideration for the Company Shares, the Promissory Note, the Buyer Shares, and cash in the amount of Forty Thousand U.S. Dollars ($40,000).

2.1 Representations and Warranties Relating to Seller and the Company Shares . Seller represents and warrants to Buyer:

(a) Title . Seller owns legal, valid, marketable and indefeasible title to the Company Shares, free and clear of all Liens. At the Closing, upon payment of the Purchase Price, Buyer shall receive all right, title and interest of Seller in and to the Company Shares, free and clear of all Liens.

(b) Authority . Seller has full power, right and authority, without the consent of any other Person, to execute and deliver this Agreement, and the other documents and instruments executed and delivered by Seller pursuant hereto, and perform all obligations required of Seller pursuant hereto and thereto, all of which have been duly authorized by all requisite corporate action on the part of Seller. Seller has duly executed and delivered this Agreement. This Agreement and the other documents and instruments executed and delivered by Seller pursuant hereto constitute valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, or by general equitable principles.

(c) Litigation . There is no action, suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), investigation, or other similar action (any of the foregoing, an “ Action ”) pending or, to Seller’s Knowledge, threatened against Seller, and there is no outstanding Order against or adversely affecting Seller that, individually or in the aggregate, would be reasonably expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions or payments contemplated hereby.

(d) Due Organization and Power . Seller is duly organized, validly existing and in good standing under the laws of the State of Indiana. Seller has all requisite power and authority to enter into this Agreement and the other documents and instruments executed and delivered by Seller pursuant hereto and to carry out and fully perform the transactions contemplated hereby and thereby.

2.2 Representations and Warranties Relating to the Company . Seller represents and warrants to Buyer:

(a) Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. The Company has all requisite power and authority to own, operate and lease its assets and to carry on the Business as and where it is conducted as of the date of this Agreement. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in the jurisdictions listed in Schedule 2.2(a) , wherein the character of the assets owned by it, or the nature of the Business, makes such licensing or qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. The Company has previously made available to Buyer true and complete copies of the Governing Documents of the Company, as in effect as of the date of this Agreement.

(b) Capitalization . The authorized capital stock of the Company consists of one thousand (1,000) shares of common stock, no par value, of which all one thousand (1,000) shares are issued and outstanding on the date of this Agreement. All such issued and outstanding

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shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in this Section 2.2(b) , there are no issued or outstanding shares of capital stock of the Company. There are no (i) securities convertible into or exchangeable for capital stock or other equity securities of the Company; (ii) options, warrants or other rights to purchase, redeem, subscribe or otherwise acquire capital stock or other equity securities of the Company or securities that are convertible into or exchangeable for capital stock or other equity securities of the Company; or (iii) Contracts, commitments or agreements relating to the issuance, sale or transfer of any capital stock or other equity securities of the Company, any such convertible or exchangeable securities or any such options, warrants or other rights.

(c) Subsidiaries . The Company does not own, directly or indirectly, any capital stock or other equity securities of any partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other organization, or have any direct or indirect equity or ownership interest in any other business.

(d) No Violation . Neither the execution and delivery by Seller of this Agreement and the other documents and instruments executed and delivered by Seller pursuant hereto, nor the consummation by Seller of the transactions contemplated hereby and thereby shall (i) contravene any provision contained in the Governing Documents of the Company or Seller; (ii) violate any Law or Order applicable to the Company or Seller; (iii) require any authorization, consent or approval by, filing with or notice to any Governmental Entity by the Company or Seller, except for (A) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not have a Material Adverse Effect and (B) subject to Section 2.2(j) , such authorizations, consents, approvals, filings or notice requirements that become applicable solely as a result of the specific regulatory status of Buyer or any of its Affiliates; (iv) violate or conflict with or result in a breach (with or without the lapse of time, the giving of notice or both) of, constitute a default (with or without the lapse of time, the giving of notice or both) under, permit any Person to terminate, modify, cancel or declare due and payable prior to its stated maturity, or accelerate the performance required by, any Contract to which the Company or Seller is a party or by which any of their assets or property may be bound or affected, or (v) result in the creation of any Liens (other than Permitted Liens) upon any of the assets of the Company.

(e) Financial Statements . Schedule 2.2(e) contains (i) an unaudited balance sheet of the Company as of May 31, 2009 (the “ Recent Balance Sheet ”); (ii) an unaudited statement of income for the period from January 1, 2009 through May 31, 2009; (iii) compiled but unaudited balance sheets of the Company as of December 31, 2008, December 31, 2007, and December 31, 2006; and (iv) compiled but unaudited statements of income and cash flows of the Company for the fiscal years ended December 31, 2008, December 31, 2007, December 31, 2006, and December 31, 2005 (collectively, the “ Financial Statements ”). Except as set forth in Schedule 2.2(e) , the Financial Statements (i) have been prepared on a consistent basis throughout the periods covered thereby, and (ii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of the dates and for the periods indicated. The Financial Statements have been derived from the books and records of the Company. The books and records of the Company are in all material respects true and complete, are maintained in accordance with all applicable requirements, and accurately present and reflect in all material respects all of the transactions that are required to be presented and reflected therein.

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(f) Tax Matters .

(i) All Tax Returns of Seller and the Company required to be filed on or prior to the date of this Agreement, have been timely filed and have been prepared in compliance with all Laws or regulations and, when filed, were complete and accurate in all material respects. All Taxes owed by Seller and the Company (whether or not shown or required to be shown on any Tax Return) have been timely paid. Without limitation, Seller has provided Buyer accurate copies of all of income Tax Returns for all taxable years commencing on or after January 1, 2005 and ending on or before December 31, 2008.

(ii) All Taxes shown as due and owing by Seller and the Company on Tax Returns filed on or prior to the date of this Agreement, have been paid or adequately accrued or reserved for by the Company in the Recent Balance Sheet.

(iii) There are no Liens for Taxes upon the assets or properties of Seller or the Company. Except as set forth on Schedule 2.2(f) , there is no Action or audit currently pending or, to Seller’s Knowledge, threatened against Seller or the Company in respect of any Taxes.

(iv) Neither the Seller nor the Company has consented to extend the time or waive any statute of limitations, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any Tax authority.

(v) Neither the Seller nor the Company has received from any Tax authority any notice of proposed adjustment, deficiency, underpayment of Taxes or any other such written notice which has not been satisfied by payment or been withdrawn.

(vi) No claim has been made by a Tax authority in a jurisdiction where either Seller or the Company did not file Tax Returns that it is or may be subject to taxation by the jurisdiction.

(vii) Each of Seller and the Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid to any employee, independent contractor, creditor or other party, and all Forms W-2, 1099 and similar forms required with respect thereto have been properly completed and timely filed.

(viii) Neither Seller nor the Company has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Seller) or has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. Neither Seller nor the Company is a party to or bound by any Tax allocation or sharing agreement with any Person, and neither of them has any current or potential contractual obligation to indemnify any other Person with respect of Taxes.

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(ix) Neither Seller nor the Company 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 date of this Agreement as a result of any (A) change in method of accounting for a taxable period ending on or prior to the date of this Agreement under Code Section 481(c) (or any corresponding or similar provision of state, local, or foreign income Tax law); (B) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law); (C) deferred intercompany gain or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or foreign income Tax law); (D) installment sale made prior to the date of this Agreement; or (E) prepaid amount received on or prior to the date of this Agreement.

(x) Neither Seller nor the Company (A) has made any payments, (B) is obligated to make any payments, and (C) is a party to any agreement that under certain circumstances could obligate it to make any payments, in each case which payments shall not be deductible under Code Section 280G.

(g) Absence of Certain Changes . Except as set forth in Schedule 2.2(g) , since the date of the Recent Balance Sheet, there has not been (i) any Material Adverse Effect, other than changes that have resulted directly from developments or occurrences in the construction equipment industry in general; (ii) any material increase in the compensation, salaries or wages payable or to become payable to any Transferred Employee, except in the ordinary course of business or as required under agreements in effect as of the date of the Recent Balance Sheet; (iii) any entry by the Company into any employment, severance or termination Contract with any Transferred Employee, or an amendment thereto; (iv) any sale, lease, assignment or other transfer or disposition of any portion of the properties or assets of the Company with a net book value, individually or in the aggregate, in excess of ten thousand U.S. Dollars ($10,000), except in the ordinary course of business; (v) any indebtedness for borrowed money incurred or guaranteed by the Company, except for borrowings by the Company in the ordinary course of business under lines of credit existing as of the date of this Agreement; (vi) any material liabilities (other than liabilities incurred in the ordinary course of business, or liabilities under Contracts entered into in the ordinary course of business to which the Company has become subject); (vii) any material portion of the assets or properties of the Company that have been mortgaged, pledged or subjected to any Lien, except for Permitted Liens; (viii) any material Intellectual Property Rights of the Company that have been sold, assigned or transferred, licensed, mortgaged, pledged or subjected to any Lien, except in the ordinary course of business; (ix) any extraordinary losses or casualties or waiver of any rights of value, individually or in the aggregate, in excess of ten thousand U.S. Dollars ($10,000) suffered by the Company; (x) any issuance, sale or transfer of any of the Company Shares or other equity securities, securities convertible into the Company or any other equity securities, or any bonds or debt securities; (xi) any declaration or payment of any dividend or any other distribution of any kind to equity holders on or in respect of, or repurchase, redemption, retirement or acquisition of, any shares of capital stock of the Company, or any options, warrants or other rights to purchase such shares of capital stock of the Company; (xii) any single capital expenditure or individual commitment in excess of ten thousand U.S. Dollars ($10,000); or (xiii) except as required by applicable law, any material change in the accounting policies or practices of the Company, including practices with respect to the payment of accounts payable or the collection of accounts receivable or in any tax accounting method of the Company.

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(h) No Litigation . Except as set forth in Schedule 2.2(h) , as of the date of this Agreement, there is no Action pending or, to Seller’s Knowledge, threatened against the Company, and there is no outstanding Order against or adversely affecting the Company (i) relating to the Company or (ii) seeking to enjoin the transactions contemplated hereby, which in the case of (i) and (ii) above would have a Material Adverse Effect. Except as set forth in Schedule 2.2(h) , (i) there is no, and for the previous three (3) years there has not been any, Action pending or, to Seller’s Knowledge, threatened against the Company or involving the Business, any material property of the Company, any of the Company’s directors or officers in their capacity as such, or any of the Company’s owners (but, as to any such director, officer or owner, only an Action involving or in connection with the Company or the Business), including, without limitation, any Action challenging, enjoining, or preventing this Agreement, or the consummation of the transactions contemplated hereby; and (ii) the Company is not, and for the previous three (3) years has not been, subject to or, to Seller’s Knowledge, threatened to be subject to any Action or Order relating to personal injury, death, or property or economic damage arising from products sold, licensed or leased and services performed by the Company.

(i) Compliance With Laws and Orders . The operations of the Company have been conducted in accordance with all Laws, Orders, regulations and other applicable legal requirements of all courts and other Governmental Entities having jurisdiction over the Company or its employees, assets, properties and operations. To Seller’s Knowledge, no violation or default of any Law, Order, regulation or other applicable legal requirements of all courts and other Governmental Entities having jurisdiction over the Company or its employees, assets, properties and operations exists and the Company is not in default with respect to any Order applicable to the Company or any of its employees, assets, properties or operations with respect thereto and no event has occurred which may result in a violation or give rise to a remedial obligation.

(j) Licenses and Permits . Schedule 2.2(j) sets forth a true and complete list and summary description of all Licenses and Permits, and all pending applications therefor. Each License and Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to Seller’s Knowledge, threatened Action to revoke, cancel, suspend or declare such License and Permit invalid in any respect. All necessary notices and applications have been submitted to assure that material Licenses and Permits shall remain in full force and effect following the Closing, or if required by applicable Law, be reissued, upon consummation of the transactions contemplated by this Agreement. Except as provided in Schedule 2.2(j) , no consent of any federal, state or local authority is required, in connection with the execution, delivery and performance of this Agreement by Seller or the Company or the transfer of the Company Shares to Buyer, in order for all Licenses and Permits to remain in full force and effect after the Closing. The Licenses and Permits constitute all of the licenses and permits necessary for the Company to conduct and operate the Business as conducted by the Company as of the date of this Agreement and to permit the Company to own and use the Assets in the manner in which it currently owns and uses the Assets. Each Transferred Employee has all Licenses and Permits necessary for his or her performance of duties for the Company, all such Licenses and Permits are valid and in full force and effect, and copies of such Licenses and Permits have been delivered to Buyer.

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(k) Environmental Matters . Except as set forth in Schedule 2.2(k) :

(i) The Company owns no real property.

(ii) The Company possesses all Licenses and Permits required under applicable Environmental Laws to conduct and operate the Business as conducted by the Company as of the date of this Agreement and is, and has been, in material compliance with the terms and conditions of such environmental Licenses and Permits. The Company has not received any written notice that any of the environmental Licenses and Permits possessed by the Company shall be revoked, suspended or shall not be renewed.

(iii) The Company is currently and has been in compliance in all material respects with all applicable Environmental Laws.

(iv) No Hazardous Substances have been produced, released, discharged or disposed by the Company or, to Seller’s Knowledge, any predecessor in interest, in, at, on or under any real property currently leased by the Company (collectively, the “ Facilities ”) in a manner that violated any applicable Environmental Law. There are no Hazardous Substances located in, at, on or under the Facilities or any real property formerly owned or leased by the Company that would reasonably be expected to require investigation, removal, or remedial or corrective action by the Company as required by Environmental Law or that would reasonably be expected to result in liabilities of, or losses, damages or costs to the Company under any Environmental Law.

(v) The Company has not received written notice from any Governmental Entity that the Facilities or any real property formerly owned or leased by the Company are in violation of, allegedly in violation of, do not comply with, allegedly do not comply with, or are subject to liability or alleged liability under any applicable Environmental Law.

(vi) To Seller’s Knowledge, as of the date of this Agreement, no Facility or any real property formerly owned or leased by the Company is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under CERCLA, or on any comparable state list established under any Environmental Law.

(vii) To Seller’s Knowledge, there is no underground storage tank or other underground storage receptacle or related piping, or any impoundment or other underground disposal area, in each case containing or formerly containing Hazardous Substances, located on the Facilities or any real property formerly owned or leased by the Company, and no asbestos or polychlorinated biphenyls located at the Facilities or any real property formerly owned or leased by the Company.

(viii) The Company has provided to Buyer all material assessments, reports, studies and audits in the Company’s possession or control concerning the existence of

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Hazardous Substances or any other environmental issues at the Facilities or any real property formerly owned or leased by the Company or concerning compliance by the Company with, or liability of the Company under, any Environmental Laws.

(l) Title to Assets; Liens . Except as set forth in Schedule 2.2(l) , the Company holds good, marketable and indefeasible title to, or leases, all of the assets reflected in the Recent Balance Sheet (except for assets sold since the date of the Recent Balance Sheet in the ordinary course of business). Such properties and assets owned or leased by the Company are held free and clear of any Liens, other than Permitted Liens. Except as set forth in Schedule 2.2(l) , the properties and assets of the Company comprise all of the material assets and rights of the Company, tangible and intangible (including Intellectual Property Rights), that are used by the Company in the conduct of the Business as conducted by the Company as of the date of this Agreement.

(m) Material Contracts . Schedule 2.2(m) sets forth a list, as of the date of this Agreement, of each of the following types of Contracts to which Company is a party (each a “ Material Contract ”):

(i) Any Contract involving the future performance of services or the future delivery of goods by the Company in an amount, per annum, in excess of ten thousand U.S. Dollars ($10,000) or its foreign currency equivalent as of the date of this Agreement;

(ii) Any Contract involving future annual expenditures of the Company, per annum, in excess of ten thousand U.S. Dollars ($10,000) or its foreign currency equivalent as of the date of this Agreement;

(iii) Any collective bargaining Contract or other Contract to or with any labor union or other collective bargaining representative of a group of employees;

(iv) Any employment Contract with any Transferred Employee involving future liability for payment of wages or salaries, per annum, in excess of ten thousand U.S. Dollars ($10,000) or its foreign currency equivalent as of the date of this Agreement;

(v) Any joint venture, partnership or Contract with Seller or its Affiliates;

(vi) Any Contract containing covenants that materially restrict the future business activity of the Company;

(vii) Any Contract relating to the borrowing or guaranteeing of money in excess of ten thousand U.S. Dollars ($10,000) or its foreign currency equivalent as of the date of this Agreement;

(viii) Any real or personal property lease or Contract involving future liability for rental payments, per annum, in excess of ten thousand U.S. Dollars ($10,000) or its foreign currency equivalent as of the date of this Agreement;

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(ix) All Licenses and Permits and Contracts with Governmental Entities necessary to allow the Company to operate the Business as conducted as of the date of this Agreement;

(x) All material Licenses and Permits, royalty or other agreements relating to any Intellectual Property Rights owned by the Company; and

(xi) Any Contract requiring annual payments by the Company in excess of ten thousand U.S. Dollars ($10,000) that is not terminable on less than thirty-one (31) days notice.

Except as set forth in Schedule 2.2(m) , each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, or by general equitable principles. Except as set forth in Schedule 2.2(m) , the Company is in compliance in all material respects with all terms and requirements of each Material Contract, and has not received written notice prior to the date of this Agreement of any default of any Material Contract. The Company has made available to Buyer true and complete copies of all Material Contracts, including all amendments thereto.

(n) Employee Benefit Plans .

(i) Except as set forth on Schedule 2.2(n) , the Company is not a party to any (a) pension, retirement, profit sharing, deferred compensation, bonus, stock option, stock purchase, phantom stock or incentive plan; (b) welfare or “fringe” benefits, including, without limitation, vacation, severance, disability, medical, dental, life and other insurance, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, regular in-kind gifts or other benefits; or (c) employment, consulting, engagement, retainer or golden parachute agreement or arrangement. The foregoing shall include, without limitation, any “employee benefit plan” (as defined in ERISA Section 3(3)) (each a “Benefit Plan”).

(ii) Except as set forth in Schedule 2.2(n) , no Benefit Plan is a Multiemployer Plan or a plan that is subject to Title IV of ERISA, and no Benefit Plan provides health or other welfare benefits to former or retired employees of the Company other than as required by COBRA.

(iii) Except as set forth in Schedule 2.2(n) , each Benefit Plan has been maintained and administered in compliance with its terms and the Company has no direct or indirect liability under the requirements of ERISA, COBRA, the Code and any other applicable Laws. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and, to Seller’s Knowledge, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Benefit Plan. There is no Action pending or, to Seller’s Knowledge, threatened against the Company, concerning any of the Benefit Plans, other than routine claims for benefits.

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(iv) All contributions with respect to the Benefit Plans for all periods ending prior to the date of this Agreement (including periods from the first day of the current plan year to the date of this Agreement) have been made prior to the date of this Agreement by the Company and all members of the controlled group in accordance with past practice and the recommended contribution in the applicable actuarial report. All contributions to the Benefit Plans have been made on a timely basis in accordance with ERISA and the Code. All insurance premiums (including premiums to the Pension Benefit Guaranty Corporation) have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Benefit Plans for policy years or other applicable policy periods ending on or before the Closing.

(v) Except as set forth on Schedule 2.2(n) , the Company is not a party to a Pension Plan that is intended to qualify under Code Section 401(a) and Code Section 501(a) and each such Pension Plan and its related trust, if any, are qualified under Code Section 401(a) and Code Section 501(a) and have been determined by the Internal Revenue Service to qualify thereunder for all applicable requirements and nothing has since occurred to cause the loss of the Pension Plan’s qualification.

(vi) The Company has never made any contributions to any Pension Plan which is subject to the provisions of Title IV of ERISA, the Company has never been a member of a controlled group which contributed to any such Benefit Plan, and the Company has never been under common control with an employer which contributed to any such Benefit Plan.

(vii) No material liability under Title IV of ERISA has been or, to Seller’s Knowledge, is expected to be incurred by the Company or any ERISA Affiliate. The Company has no liability by virtue of its being a member of a controlled group with a person who has liability under the Code or ERISA.

(viii) Except as set forth on Schedule 2.2(n) , the Company has not terminated or taken action within the last six (6) taxable years to terminate (in part or in whole) any employee benefit plan as defined in ERISA Section 3(3).

(ix) Neither the Company, nor, to Seller’s Knowledge, any other Person acting on its behalf in connection with a Benefit Plan, has engaged in any transaction with respect to any Benefit Plan that would be reasonably likely to subject the Company, or any Person acting on its behalf in connection with a Benefit Plan, to any material Tax or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Law. Neither the Company nor, to Seller’s Knowledge, any Person acting on its behalf in connection with a Benefit Plan has any material liability for breach of fiduciary duty or other failure to act or comply in connection with the administration or investment of the assets of any Benefit Plan.

(x) The Company does not maintain any Benefit Plan or other benefit arrangement covering any employee or former employee outside of the United States and has never been obligated to contribute to any such plan or arrangement.

(xi) With respect to each Benefit Plan, the Company has made available to Buyer copies, to the extent applicable, of (A) the plan and trust documents (including any amendments thereto), the most recent summary plan description and any

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summaries of material modifications, (B) the most recent annual report (Form 5500 series), (C) the most recent financial statements, (D) the most recent Internal Revenue Service determination letter, (E) ruling letter and any outstanding request for a ruling letter with respect to the tax-exempt status of any VEBA which is funding or otherwise exists with respect to such Benefit Plan, and (F) with respect to any Company obligation relating to medical or other welfare benefits for retirees, any additional letters, memos, contracts or other written documentation relating to the obligation.

(xii) The consummation of the transactions contemplated by this Agreement, other than by reason of actions taken by Buyer following the date of this Agreement, shall not (A) entitle any current or former Company employee to severance pay, unemployment compensation or any other payment, (B) accelerate the time of payment or vesting, or increase the amount of any compensation due to any current or former Company employee, or (C) give rise to the payment of any amount that would not be deductible pursuant to Code Section 280G.

(o) Employee Matters .

(i) Except as set forth in Schedule 2.2(o) , (A) the Company has not entered into any collective bargaining agreement with respect to its employees, (B) there has been no, and there is no pending, labor strike, labor dispute, or work stoppage or lockout against or affecting the Company, (C) to Seller’s Knowledge, there is no threatened labor strike, labor dispute, or work stoppage or lockout against or affecting the Company, (D) there has been no, and there is no pending, unfair labor practice, charge or complaint against or affecting the Company, and (E) to Seller’s Knowledge, there is no threatened unfair labor practice, charge or complaint against or affecting the Company. The Company has not engaged in any plant closing or employee layoff activities that would violate or give raise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended.

(ii) The Company is in compliance in all material respects with all Laws concerning employment, wages and labor, including, without limitation, provisions thereof relating to equal opportunity, hours at work, immigration and occupational health and safety. Except as set forth in Schedule 2.2(o) , the Company is not delinquent in payments to any employees of the Company for any wages, salaries, commissions, bonuses or other forms of compensation for services rendered by them to date.

(p) Intellectual Property Rights . Schedule 2.2(p) sets forth a list, as of the date of this Agreement, of all United States or foreign registered patents, registered trademarks, registered tradenames, registered copyrights, other registered intellectual property rights or applications therefore, and all unregistered patents, unregistered trademarks, unregistered tradenames, unregistered copyrights, internet domain names and other unregistered intellectual property rights owned or licensed and used by the Company in, and material to, the conduct of the Business as conducted by the Company as of the date of this Agreement (the “ Intellectual Property Rights ”). The Company owns or possesses adequate licenses or other valid rights to use all such Intellectual Property Rights, and, to Seller’s Knowledge, the conduct of the Business as conducted by the Company as of the date of this Agreement does not conflict with any valid patents, trademarks, tradenames, copyrights or other intellectual property rights of others, except for such conflicts that would not have a Material Adverse Effect.

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(q) Fees . Neither Seller nor the Company have paid or become obligat