STOCK PURCHASE AGREEMENT

Exhibit 2.1

CONFORMED COPY

STOCK PURCHASE AGREEMENT

Among

SNTC HOLDING, INC.,

AURORA EQUITY PARTNERS III L.P.

and

AURORA OVERSEAS EQUITY PARTNERS III, L.P.

Dated as of September 17, 2009

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     STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of September 17, 2009, among SNTC HOLDING, INC., a Delaware corporation (the “ Seller ”), on the one hand, and Aurora Equity Partners III L.P., a Delaware limited partnership (“ AEP III ”) and Aurora Overseas Equity Partners III, L.P., a Delaware limited partnership (“ AOEP III ”) (each, a “ Purchaser ” and together, the “ Purchasers ”), on the other hand.

     WHEREAS, the Seller owns all the issued and outstanding shares of common stock, $0.01 par value per share (the “ Shares ”), of Porex Corporation, a Delaware corporation (“ Porex ”);

     WHEREAS, the Seller wishes to sell to the Purchasers, and each Purchaser wishes to purchase from the Seller, such Purchaser’s Pro Rata Portion of the Shares, all upon the terms and subject to the conditions set forth herein;

     WHEREAS, it is the intent of the Purchasers, prior to the Closing, to assign to their wholly-owned Subsidiary, Rex Holding Corporation, a Delaware corporation (“ Newco ”), their respective rights and obligations hereunder and to cause Newco to assume such rights and obligations pursuant to an assignment and assumption agreement, substantially in the form of Exhibit A (the “ Assignment and Assumption Agreement ”), and in connection therewith, each Purchaser shall provide to Newco a cash contribution equal to no less than such Purchaser’s Pro Rata Portion of the Cash Purchase Price on or prior to the Closing; and

     WHEREAS, HLTH Corporation, a Delaware corporation (“ Parent ”), the direct owner of all the issued and outstanding shares of common stock of the Seller, wishes to guarantee the full and timely payment and performance by the Seller of its obligations under this Agreement.

     NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller and the Purchasers hereby agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.01 Certain Defined Terms . For purposes of this Agreement:

     “ Action ” means any claim, litigation, action, suit, arbitration or proceeding by or before any Governmental Authority, or any appeal therefrom.

     “ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

     “ Books and Records ” means the books and records, computer data, computer tapes, electronic media, information, lists and other materials and information maintained, created or prepared by any of the Companies with respect to any of the Companies.

     “ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by applicable Law to be closed in the City of New York.

     “ Cash ” means any cash, cash equivalents and marketable securities.

     “ Closing Date ” shall be the date on which the Closing shall occur in accordance with Section 2.03.

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Companies ” means the Porex Companies and the Porex Surgical Companies.

     “ Contract ” means any legally binding agreement, contract, lease, sublease, license, sublicense or undertaking, in each case, whether written or oral, except for Purchase Orders.

     “ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

     “ Conveyance Taxes ” means sales, use, commercial activity, value added, transfer, stamp, stock transfer, property transfer and similar Taxes.

     “ Current Assets ” means the sum of the current assets included on a specified balance sheet in the captions “Accounts Receivable,” “Inventories,” and “Prepaid Expenses and Other Current Assets”; provided , that “Current Assets” shall exclude (a) refunds, receivables and other current Tax assets for federal, state, local and foreign income and franchise Taxes including, without limitation, deferred Tax assets and the German Corporate Tax Credit referenced in Section 7.02 and (b) any assets arising from any Terminated Intercompany Arrangements.

     “ Current Liabilities ” means the sum of the current liabilities included on a specified balance sheet in the captions “Accounts Payable,” “Accrued Expenses” and “Income Taxes Payable”; provided , that “Current Liabilities” shall (a) exclude (i) federal, state, local and foreign income and franchise Taxes including deferred Taxes, (ii) any liabilities arising from any Terminated Intercompany Arrangements and (b) include transaction expenses incurred by any of the Companies in connection with the transactions contemplated by this Agreement that have not been paid prior to the Closing.

     “ Disclosure Schedule ” means the Disclosure Schedule, dated as of the date of this Agreement, delivered by the Seller to the Purchasers in connection with this Agreement.

     “ Effective Time ” means 11:59 p.m., Atlanta, Georgia time on the date prior to the Closing Date.

     “ Encumbrance ” means any security interest, pledge, hypothecation, mortgage, lien, encumbrance, right of first refusal, or restriction on transfer or voting, or similar adverse restriction or encumbrance other than (a) any licenses of Intellectual Property Rights entered into in the ordinary course of business or (b) (i) any Encumbrance created on the Shares as a result of

the transactions contemplated by this Agreement or (ii) any Encumbrance required to be created pursuant to the Note Purchase Documents.

     “ Environmental Claim ” means any Action alleging potential liability of any kind arising out of the presence, or release into the environment of, or exposure to, any Hazardous Substance, or any violation, or alleged violation, of any Environmental Law.

     “ Environmental Law ” means any federal, state, local, foreign or supranational statute, law, ordinance, regulation, directive, rule, code, order, consent decree or judgment and common law, in each case in effect as of the date of this Agreement, relating to pollution or protection of the environment, the use, treatment, storage, transportation, generation, manufacture, processing, distribution, handling or disposal of, or emission, discharge or other release or threatened release of Hazardous Substances, and the protection of soil, air, groundwater, drinking water, natural resources, or the health and safety of persons or property, from contamination by, or exposure to, Hazardous Substances.

     “ Environmental Permit ” means any permit, approval, identification number, license, registration, certificate, consent, and other authorization required under or issued pursuant to any applicable Environmental Law.

     “ ERISA Affiliate ” means any entity, trade or business, whether or not incorporated, that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included one or more of the Companies, or that is, or was at the relevant time, a member of the same “controlled group” as one or more of the Companies pursuant to Section 4001(a)(14) of ERISA.

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

     “ Excluded Taxes ” means: (a) Taxes imposed on or payable by any of the Companies for any taxable period that ends on or before the Closing Date; (b) with respect to Straddle Periods, Taxes imposed on a Company which are allocable, pursuant to Section 7.01(c), to the portion of such period ending on the Closing Date; and (c) Taxes for which a Company is held liable (i) as a transferee or otherwise through operation of law, (ii) under Section 1.1502-6 of the Regulations (or any similar provision of state, local or foreign law) by reason of such Company being included in any consolidated, affiliated, combined or unitary group with the Seller (or any Affiliates of the Seller) at any time before the Closing Date, or (iii) as a result of any tax sharing, tax indemnity or tax allocation agreement or any express agreement to indemnify any other person; provided , however , that Excluded Taxes shall not include Taxes (i) included in the determination of Closing Net Working Capital, (ii) resulting from any act, transaction or omission (other than acts, transactions or omissions by a Purchaser or any Company that are explicitly set forth in this Agreement) of a Purchaser or a Company occurring after the Closing that is not in the ordinary course of business or (iii) resulting from any breach of a representation, warranty or covenant of a Purchaser under this Agreement.

     “ FDA ” means the United States Food and Drug Administration and any successor thereto.

     “ Foreign Companies ” means collectively, the German Companies; Porex Technologies LTD, a limited company organized in the United Kingdom and a wholly-owned Subsidiary of Porex; and Porex Technologies Sdn. Bhd., a company organized in Malaysia and a wholly-owned Subsidiary of Porex.

     “ Foreign Companies MAE ” means any circumstance, change in or effect on the Foreign Companies that, individually or in the aggregate with all other circumstances, changes in or effects on the Foreign Companies, is or would reasonably be expected to be materially adverse to the business, assets, results of operations or financial condition of the Foreign Companies, taken as a whole, or prevents the Seller or its Affiliates from consummating the transactions contemplated by this Agreement, the Parent Guarantee or the Transition Services Agreement or would reasonably be expected to do so; provided , however , that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Foreign Companies MAE”: (i) events, circumstances, changes or effects that generally affect the industries in which the Foreign Companies operate (including changes in Law or GAAP); (ii) general economic or political conditions or events, circumstances, changes or effects affecting the financial, securities, lending or commodities markets or other market conditions generally; (iii) changes arising from the consummation of the transactions contemplated by, or the announcement of, this Agreement; (iv) any circumstance, change or effect that results from any action required to be taken pursuant to or in accordance with this Agreement or at the written request of a Purchaser; (v) changes caused by a material worsening of current conditions caused by any act of terrorism or war (whether or not declared) occurring after the date of this Agreement (other than any such act that causes physical damage to any manufacturing facility owned by or leased to any of the Foreign Companies); (vi) any matter set forth in, or reasonably apparent from, the Disclosure Schedule and (vii) any adverse change or effect that is cured by the Seller prior to the Closing solely to the extent the circumstances or changes that caused such adverse change or effect do not continue to exist as of the Closing; provided , that, with respect to clauses (i), (ii) and (v), the impact of such circumstance, change in or effect is not materially disproportionately adverse to the Foreign Companies, taken as a whole as compared to other participants in the industries in which the Foreign Companies operate.

     “ GAAP ” means United States generally accepted accounting principles and practices in effect from time to time.

     “ German ARC ” means the German Act against Restraints on Competition (Gesetz gegen Wettbewerbschrankungen – GWB).

     “ German Companies ” means Porex Surgical GmbH and Porex Technologies GmbH.

     “ German Leased Real Property ” means all Leased Real Property located in Germany.

     “ German Owned Real Properties ” means all Owned Real Properties located in Germany.

     “ Governmental Authority ” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

     “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or any written agreement entered into with a Governmental Authority in connection with the settlement of any enforcement or similar action by or on behalf of a Governmental Authority.

     “ Hazardous Substances ” means any toxic or hazardous substance, material or waste, or any pollutant or contaminant, or infectious, carcinogenic, caustic, reactive, corrosive or radioactive substance, material, or waste, including but not limited to petroleum and petroleum derivatives, petroleum by-products, petroleum waste, or other hydrocarbons including crude oil or any fraction thereof, fuel oil or any derivatives or degradation products thereof, all forms of natural gas, waste oil, urea formaldehyde, radon gas, asbestos or asbestos-containing materials, polychlorinated biphenyls, lead, ignitable, flammable or explosive chemical or material, radon, pesticides and toxic mold, and other substances defined in or regulated as hazardous or toxic under any Environmental Law.

     “ Healthcare Regulatory Law ” means (i) 42 U.S.C. §§ 1320a-7, 7a and 7b, which are commonly referred to as the “Federal Fraud Statutes”; (ii) 31 U.S.C. §§ 3729-3733, which is commonly referred to as the “Federal False Claims Act”; (iii) 42 U.S.C. §§ 1320d through 1320d-8 and 42 C.F.R. §§ 160, 162 and 164, which are commonly referred to as the “Health Insurance Portability and Accountability Act of 1996”; or (iv) any federal, state or local statutes or regulations of the United States that regulate the manufacturing, promotion or distribution of Products, including 21 U.S.C. 301 et seq., the “Federal Food, Drug and Cosmetic Act”.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

     “ Indebtedness ” means, without duplication, (a) any indebtedness for borrowed money, (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument (including, without limitation, any seller notes or earn-out obligations, contingent or otherwise, issued or entered into in connection with any acquisition), (c) any notes payable, (d) any reimbursement obligations pursuant to any drawn letters of credit, (e) any obligations to pay the purchase price under installment sale contracts relating to purchased property, which obligations must be accrued under GAAP for such contract as of the Closing Date, (f) any capital lease obligations, (g) any guarantee of any indebtedness of any other person; provided , that any guarantee of a Company of the indebtedness of another Company shall not be deemed to be Indebtedness of the guaranteeing Company, (h) any indebtedness of others secured by a lien on any asset of any of the Companies (whether or not such indebtedness is assumed by any of the Companies), (i) any obligations pursuant to any hedging or similar instruments, agreements or transactions, (j) indebtedness under drawn lines of credit and indebtedness under any other agreements relating to the borrowing of money or extension of credit, and (k) interest, costs, fees, premiums, and similar items payable on or in respect of any item described in any of clauses (a) through (j) of this definition, but in each such case only to the extent that such interest, costs, fees, premiums and similar items are required to be accrued under GAAP as of the Closing Date.

     “ Indemnified Party ” means a Purchaser, in the case of indemnification pursuant to Section 9.02, or the Seller, in the case of indemnification pursuant to Section 9.03.

     “ Indemnifying Party ” means the Seller, in the case of indemnification pursuant to Section 9.02, and a Purchaser, in the case of indemnification pursuant to Section 9.03.

     “ Independent Third Party ” means any Person other than Parent, the Seller or any of their respective controlled Affiliates (other than, for the avoidance of doubt, any of the Companies after the Closing).

     “ Intellectual Property Rights ” means all United States and foreign (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registration of the foregoing.

     “ IRS ” means the Internal Revenue Service of the United States.

     “ Law ” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, requirement or rule of law (including common law).

     “ Leased Real Property ” means the real property leased by any of the Companies, in each case, as tenant or subtenant.

     “ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, or determined or determinable, including those arising under any applicable Law, Action, Governmental Order, Contract or Purchase Order.

     “ Losses ” means all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties, fines and assessments (including reasonable attorneys’ fees and expenses, but excluding any allocation of corporate overhead, internal legal-department costs and other internal costs and expenses) actually suffered or incurred by an Indemnified Party or any of its Affiliates.

     “ Material Adverse Effect ” means any circumstance, change in or effect on the Companies that, individually or in the aggregate with all other circumstances, changes in or effects on the Companies, is or would reasonably be expected to be materially adverse to the business, assets, results of operations or financial condition of the Companies, taken as a whole, or prevents the Seller or its Affiliates from consummating the transactions contemplated by this Agreement, the Parent Guarantee or the Transition Services Agreement or would reasonably be expected to do so; provided , however , that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the industries in which the Companies operate (including changes in Law or GAAP); (ii) general economic or political conditions or events, circumstances, changes or effects affecting the financial, securities, lending or commodities markets or other market conditions generally; (iii) changes arising from the consummation of the transactions contemplated by, or the announcement of this Agreement; (iv) any circumstance, change or effect that results from any action required to be taken pursuant to or in accordance with this Agreement or at the written request of a Purchaser; (v) changes

caused by a material worsening of current conditions caused by any act of terrorism or war (whether or not declared) occurring after the date of this Agreement (other than any such act that causes physical damage to any manufacturing facility owned by or leased to any of the Companies); (vi) any matter set forth in, or reasonably apparent from, the Disclosure Schedule and (vii) any adverse change or effect that is cured by the Seller prior to the Closing solely to the extent the circumstances or changes that caused such adverse change or effect do not continue to exist as of the Closing; provided , that, with respect to clauses (i), (ii) and (v), the impact of such circumstance, change in or effect is not materially disproportionately adverse to the Companies, taken as a whole as compared to other participants in the industries in which the Companies operate.

     “ Net Working Capital ” means the excess of the Current Assets of the Companies over the Current Liabilities of the Companies.

     “ Newnan Lease ” means the Lease Agreement between PRX Holdings and Porex Surgical, with respect to the premises at 15 Dart Road in Newnan, Georgia, substantially in the form of Exhibit 1.01(g).

     “ Newnan Termination Agreement ” means the Lease Termination Agreement by and between PRX Holdings, Porex and Porex Surgical, terminating Prior Newnan Lease 1 and Prior Newnan Lease 2, substantially in the form of Exhibit 1.01(h).

     “ Note Purchase Agreement ” means the Note Purchase Agreement to be executed by the Seller and the Purchasers at the Closing, substantially in the form of Exhibit 1.01(c).

     “ Note Purchase Documents ” means the Note Purchase Agreement, the Purchaser Notes and any ancillary documents thereto.

     “ Owned Real Property ” means the real property in which any Company has fee title (or equivalent) interest.

     “ Parent Guarantee ” means the Guarantee, dated as of the date of this Agreement, by Parent in favor of the Purchasers, substantially in the form of Exhibit 1.01(d).

     “ Permitted Encumbrances ” means (a) any item set forth in Section 3.13(a) of the Disclosure Schedule, (b) Encumbrances for current Taxes not yet due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, provided , that in each such case, adequate reserves have been established on the financial statements of the Companies in accordance with, and to the extent required by, GAAP, (c) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations (i) as to which there is no default on the part of the Companies, or (ii) that are being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation) and for which, in any such case referred to in clauses (i) or (ii), adequate reserves have been established on the books and records of the Companies in accordance with, and to the extent required by, GAAP, (d) matters which would be disclosed by an accurate survey or inspection of the Owned Real Property or the Leased Real Property which they

encumber, (e) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities, (f) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and similar matters of record, (g) all other Encumbrances that would not have a US Companies MAE or a Foreign Companies MAE, (h) any mortgage, lien, security interest or Encumbrance that secures Indebtedness that is reflected as a liability on the Year End Audited Balance Sheet, the June Unaudited Balance Sheet or the Closing Balance Sheet, as applicable, (i) purchase-money security interests incurred in the ordinary course of business as to which there is no default on the part of the Companies as of the Closing Date, provided that the Indebtedness secured by such purchase-money security interests is reflected as a liability on the Year End Audited Balance Sheet, the June Unaudited Balance Sheet or the Closing Balance Sheet, as applicable, (j) anything disclosed in the title reports covering Owned Real Property provided to a Purchaser prior to the date of this Agreement, and (k) all other Encumbrances which, with respect to clauses (a) through (j) herein, do not, individually or in the aggregate, materially and adversely interfere with the business of the Companies, taken as a whole.

     “ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

     “ Porex Companies ” means Porex; Porex Technologies GmbH, a limited liability company organized under the laws of Germany which is registered in the commercial register of the local court of Dresden under HRB 2937 and a wholly-owned Subsidiary of Porex; Porex Technologies LTD, a limited company organized in the United Kingdom and a wholly-owned Subsidiary of Porex; and Porex Technologies Sdn. Bhd., a company organized in Malaysia and a wholly-owned Subsidiary of Porex.

     “ Porex Health Care Products ” means the products set forth in Exhibit 1.01(e).

     “ Porex Surgical ” means Porex Surgical, Inc., a Delaware corporation and a wholly-owned Subsidiary of Porex.

     “ Porex Surgical Companies ” means Porex Surgical and Porex Surgical GmbH, a limited liability company organized under the laws of Germany which is registered in the commercial register of the local court of Munich under HRB 148223.

     “ Porex Surgical GmbH ” means Porex Surgical GmbH, a limited liability company organized under the laws of Germany which is registered in the commercial register of the local court of Munich under HRB 148223 and a wholly-owned Subsidiary of Porex Surgical.

     “ Porex Surgical Products ” means the products being marketed and sold by or on behalf of the Porex Surgical Companies as of the Closing Date.

     “ Prior Newnan Lease 1 ” means the Lease Agreement, dated April 2, 2008, by and between PRX Holdings and Porex Surgical, with respect to the premises at 15 Dart Road in Newnan, Georgia.

     “ Prior Newnan Lease 2 ” means the Lease Agreement, dated April 2, 2008, by and between PRX Holdings and Porex, with respect to the premises at 15 Dart Road in Newnan, Georgia.

     “ Product Registrations ” means authorizations, approvals, clearances, licenses, permits, certificates or exemptions issued by any United States or German Governmental Authority held by either of the Porex Surgical Companies or any of the Porex Companies, including any supplements or amendments thereto, that are required specifically for the development, manufacture, distribution, marketing, storage, transportation, use and sale of the Porex Surgical Products and Porex Health Care Products.

     “ Pro Rata Portion ” means with respect to AEP III, 98.8864% and with respect to AOEP III, 1.1136%.

     “ PRX Holdings ” means PRX Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent.

     “ Purchase Orders ” means bills of sale, purchase orders and price quotes used in the ordinary course of business for the purchase of goods and services from a Company.

     “ Purchaser’s Knowledge ,” “ Knowledge of a Purchaser ” or similar terms used in this Agreement mean the actual knowledge of the Persons listed in Exhibit 1.01(f) as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate and only with respect to those matters expressly set forth in such certificate).

     “ Real Property ” means, collectively, the Owned Real Property and the Leased Real Property.

     “ Reference Net Working Capital ” means $19,907,000.

     “ Reference Statement Date ” means December 20, 2008.

     “ Registered Intellectual Property Rights ” means all registered Intellectual Property Rights, including patents and patent applications and trademark registrations and trademark applications, owned by or exclusively licensed to the Companies.

     “ Regulations ” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

     “ Representatives ” means the officers, directors, employees, attorneys, accountants, investment bankers, advisors or other agents or representatives of a Person.

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

     “ Seller Group ” means Parent, the Seller or any of their respective Affiliates, other than the Companies.

     “ Seller’s Knowledge ,” “ Knowledge of the Seller ” or similar terms used in this Agreement mean the actual knowledge of the Persons listed in Exhibit 1.01(a) as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate and only with respect to those matters expressly set forth in such certificate).

     “ Straddle Period ” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

     “ Subsidiary ,” with respect to a Person, means any corporation, partnership or other organization, with respect to which such Person (or a Subsidiary thereof) (a) has the power, through the ownership of securities or otherwise, to elect a majority of directors, or similar managing body or (b) owns a majority of the ownership interests.

     “ Tax ” (including “ Taxes ”) means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security, excise, severance, stamp, occupation, premium, property, windfall profits or other taxes and any customs duties, fees, assessments or charges, in each case, in the nature of a tax, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

     “ Tax Benefit ” means the sum of the amount by which the Tax liability of a Person to the appropriate Governmental Authority is actually reduced (including, without limitation, by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest paid by such government or jurisdiction relating to such Tax liability.

     “ Tax Returns ” means any and all returns, reports and forms (including elections, declarations, amendments, claims for refund, schedules, information returns or attachments thereto) filed or required to be filed with a Governmental Authority with respect to Taxes.

     “ Transition Services Agreement ” means the Transition Services Agreement to be executed by Parent and Porex at the Closing, substantially in the form of Exhibit 1.01(b).

     “ US Companies ” means, collectively, Porex and Porex Surgical.

     “ US Companies MAE ” means any circumstance, change in or effect on the US Companies that, individually or in the aggregate with all other circumstances, changes in or effects on the US Companies, is or would reasonably be expected to be materially adverse to the business, assets, results of operations or financial condition of the US Companies, taken as a whole, or prevents the Seller or its Affiliates from consummating the transactions contemplated by this Agreement, the Parent Guarantee or the Transition Services Agreement or would reasonably be expected to do so; provided , however , that none of the following, either alone or in combination, shall be considered in determining whether there has been a “US Companies MAE”: (i) events, circumstances, changes or effects that generally affect the industries in which the US Companies operate (including changes in Law or GAAP); (ii) general economic or political conditions or events, circumstances, changes or effects affecting the financial,

securities, lending or commodities markets or other market conditions generally; (iii) changes arising from the consummation of the transactions contemplated by, or the announcement of this Agreement; (iv) any circumstance, change or effect that results from any action required to be taken pursuant to or in accordance with this Agreement or at the written request of a Purchaser; (v) changes caused by a material worsening of current conditions caused by any act of terrorism or war (whether or not declared) occurring after the date of this Agreement (other than any such act that causes physical damage to any manufacturing facility owned by or leased to any of the US Companies); (vi) any matter set forth in, or reasonably apparent from, the Disclosure Schedule and (vii) any adverse change or effect that is cured by the Seller prior to the Closing solely to the extent the circumstances or changes that caused such adverse change or effect do not continue to exist as of the Closing; provided , that, with respect to clauses (i), (ii) and (v), the impact of such circumstance, change in or effect is not materially disproportionately adverse to the US Companies, taken as a whole as compared to other participants in the industries in which the US Companies operate.

     “ WebMD ” means WebMD Health Corp., a Delaware corporation.

     “ WebMD Merger ” means the merger of Parent with and into WebMD pursuant to the Agreement and Plan of Merger, dated as of June 17, 2009, between Parent and WebMD, as amended, supplemented or otherwise modified from time to time.

     Section 1.02 Definitions . The following terms have the meanings set forth in the Sections set forth below:

     Section 1.03 Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or the context otherwise requires:

          (a) any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the parties hereto;

          (b) when a reference is made in this Agreement to an Article, Section, Exhibit or Disclosure Schedule, such reference is to an Article or Section of, or an Exhibit or Disclosure Schedule to, this Agreement unless otherwise indicated;

          (c) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

          (d) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

          (e) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

          (f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

          (g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

          (h) references to a Person are also to its successors and permitted assigns; and

          (i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

ARTICLE II
PURCHASE AND SALE

     Section 2.01 Purchase and Sale of the Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to AEP III, and AEP III shall purchase, or shall cause Newco to purchase, from the Seller, 988.864 Shares (the “ AEP III Shares ”) and the Seller shall sell to AOEP III, and AOEP III shall purchase, or shall cause Newco to purchase, from the Seller, 11.136 Shares (the “ AOEP III Shares ”), representing each of AEP III’s and AOEP III’s respective Pro Rata Portion of the Shares.

     Section 2.02 Purchase Price .

          (a) Subject to adjustment pursuant to Section 2.07 and Section 2.08, the aggregate purchase price for the Shares shall be $142,000,000 (the “ Purchase Price ”), comprised of (i) $74,500,000, payable in U.S. dollars (the “ Cash Purchase Price ”), and (ii) $67,500,000, payable in the form of four notes to be issued by Newco to the Seller (the “ Purchaser Notes ”) pursuant to the Note Purchase Documents.

          (b) The Purchase Price shall be paid at the Closing as follows: each of AEP III and AOEP III shall, severally and not jointly, cause Newco to (i) pay, its respective Pro Rata Portion of the Cash Purchase Price by wire transfer in immediately available, freely transferable funds to an account or accounts designated by the Seller at least two (2) Business Days prior to the Closing; and (ii) issue and deliver the Purchaser Notes to the Seller in accordance with the Note Purchase Documents and as provided herein.

     Section 2.03 Closing . Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York, at 10:00 a.m. (Eastern Time) on the second Business Day following the satisfaction or waiver (if permissible) of the conditions to the obligations of the parties hereto set forth in Section 8.01(b), or at such other place or at such other time or on such other date as the Seller and the Purchasers may mutually agree upon in writing. Time is of the essence in the performance of the parties’ obligations under this Agreement.

     Section 2.04 Certain Events Immediately Prior to the Closing . In addition to such other actions as may be provided for herein:

          (a) Prior to the Effective Time, the Seller shall cause each of the Companies to satisfy and pay in full any and all Indebtedness of the Companies as of immediately prior to the Closing (excluding, for the avoidance of doubt, (i) trade credit, accounts payable and accrued liabilities and (ii) those items set forth in clauses (d), (e), (f), (g), (h), (i) and (j) of the definition of “Indebtedness” set forth herein (which, for the avoidance of doubt, will be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet in accordance with Section 2.08(a)(iii)). The Seller shall also take any and all actions as may be required to release each of the Companies as of immediately prior to the Closing from all of their respective obligations with respect to any Indebtedness referred to in clauses (g) and (h) of the definition of “Indebtedness.”

          (b) Prior to the Effective Time, the Seller may, in its discretion, cause the Companies to pay the Seller or an Affiliate of the Seller an amount equal to the Seller’s good faith estimate of the excess (if any) of (i) the Cash of the Companies, based upon the most recently available bank statements of the Companies as adjusted for deposits, checks and other disbursements not otherwise reflected in such bank statements, over (ii) amounts used to satisfy Indebtedness pursuant to Section 2.04(a). In the event that, after giving effect to the distribution of Cash pursuant to this Section 2.04(b) and the application of Cash to pay Indebtedness pursuant to Section 2.04(a), any remaining Cash is insufficient to cover checks and other disbursements not yet paid by the relevant financial institution, such deficiencies shall be treated as an account payable on the Closing Balance Sheet. The Seller may cause the Companies to make payments under this Section 2.04(b) in the form of a dividend, subject to compliance with applicable Law. All such payments shall be made not later than immediately prior to the Closing.

          (c) Effective as of the Effective Time, but contingent upon the Closing, all intercompany accounts between any of the Companies, on the one hand, and Parent, the Seller or any of their respective Affiliates (other than any of the Companies), on the other hand, and other Contracts set forth on Section 3.22 of the Disclosure Schedule, shall be cancelled without any consideration or further liability to any party and without the need for any further documentation, immediately prior to the Closing, except to the extent set forth on Schedule 2.04(c) or as otherwise expressly contemplated by this Agreement or the Transition Services Agreement (such cancelled accounts and contracts, the “ Terminated Intercompany Arrangements ”).

          (d) Each Purchaser shall provide to Newco a cash contribution equal to no less than such Purchaser’s Pro Rata Portion of the Cash Purchase Price on or prior to the Closing.

     Section 2.05 Closing Deliveries by the Seller and Parent .

          (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchasers, or Newco, as applicable:

          (i) stock certificates evidencing the AEP III Shares to AEP III and stock certificates evidencing the AOEP III Shares to AOEP III, in each case duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed;

          (ii) counterparts of the Note Purchase Documents duly executed by the Seller;

          (iii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by (A) the board of directors of the Seller and (B) the stockholder of the Seller, in each case, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

          (iv) a true and complete copy, certified by the Secretary or an Assistant Secretary of Porex, of the resolutions duly and validly adopted by the Board of Directors of Porex evidencing its authorization of the execution and delivery of the Transition Services Agreement and the applicable Note Purchase Documents and the consummation of the transactions contemplated thereby;

          (v) a certificate of a duly authorized officer of the Seller certifying as to the matters set forth in Section 8.03(a) and Section 8.03(b);

          (vi) evidence reasonably satisfactory to the Purchasers of the resignation or removal, effective as of the Closing, of each director of each Company whose resignation has been requested by the Purchasers;

          (vii) an affidavit of non-foreign status from the Seller that complies with Section 1445 of the Code; and

          (viii) a counterpart of the Seller Release duly executed by the Seller.

          (b) At the Closing, Parent shall deliver or cause to be delivered to the Purchasers:

          (i) a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the board of directors of Parent evidencing (i) its authorization to provide the Parent Guarantee and (ii) its authorization of the execution and delivery of the Transition Services Agreement and the consummation of the transactions contemplated thereby;

          (ii) counterparts of the Transition Services Agreement duly executed by Parent and Porex;

          (iii) the Newnan Termination Agreement duly executed by PRX Holdings, Porex and Porex Surgical;

          (iv) the Newnan Lease duly executed by PRX Holdings and Porex Surgical; and

          (v) a counterpart of the Seller Release duly executed by Parent.

     Section 2.06 Closing Deliveries by the Purchasers . At the Closing, each Purchaser shall deliver to the Seller or shall cause Newco to deliver to the Seller:

          (a) such Purchaser’s Pro Rata Portion of the Cash Purchase Price as provided in Section 2.02 and as adjusted pursuant to Section 2.07;

          (b) executed counterparts of the Note Purchase Documents duly executed by Newco and the Companies;

          (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the general partner of such Purchaser, of the resolutions duly and validly adopted by the general partner of each Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and a true and complete copy, certified by the Secretary or an Assistant Secretary of Newco, of the resolutions duly and validly adopted by the board of directors of Newco evidencing its authorization of the execution and delivery of the Assignment and Assumption Agreement and the Note Purchase Documents and the consummation of the transactions contemplated hereby and thereby;

          (d) a certificate of a duly authorized officer of each Purchaser, and Newco, as applicable, certifying as to the matters set forth in Section 8.02(a) and Section 8.02(b); and

          (e) the Purchaser Release duly executed by the Purchasers.

          Section 2.07 Estimate of Closing Net Working Capital . The Purchase Price shall be subject to adjustment prior to the Closing, as specified in this Section 2.07:

          (a) Estimated Statement . Not fewer than three (3) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Purchasers, or Newco, as applicable, a statement with reasonable supporting detail (the “ Estimated Statement of Closing Net Working Capital ”) setting forth the Seller’s good faith estimate of the Net Working Capital of the Companies as of the Effective Time (the “ Estimated Closing Net Working Capital ”), giving effect to the transactions contemplated by this Agreement to occur prior to or in connection with the Closing, including the actions described in Section 2.04.

          (b) The Estimated Statement of Closing Net Working Capital shall reflect the Seller’s good faith estimate of the amount of each line item thereon determined on a basis consistent with the Year End Audited Balance Sheet and in accordance with the provisions of Section 2.07(a) and shall be substantially in the form of the illustrative Net Working Capital calculation set forth in Exhibit 2.07(b).

          (c) Pre-Closing Purchase Price Adjustment . The Purchase Price shall be adjusted prior to the Closing as follows:

          (i) If the Estimated Closing Net Working Capital exceeds the Reference Net Working Capital, then the Cash Purchase Price to be paid at the Closing shall be adjusted upward in an amount equal to such excess.

          (ii) If the Estimated Closing Net Working Capital is less than the Reference Net Working Capital, then the Cash Purchase Price to be paid at the Closing shall be adjusted downward in an amount equal to such deficiency.

     Section 2.08 Post-Closing Adjustment of Purchase Price . The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.08:

          (a) Closing Balance Sheet .

          (i) As promptly as practicable, but in any event within forty-five (45) days following the Closing Date, the Purchasers shall prepare, or shall cause Newco to prepare, and deliver to the Seller:

          (A) an unaudited consolidated balance sheet of the Companies, as of the Effective Time (the “ Closing Balance Sheet ”), and giving effect to the transactions contemplated by this Agreement to occur in connection with the Closing, including the actions described in Section 2.04, consistent with the Year End Audited Balance Sheet and prepared in accordance with Section 2.08(a)(ii); and

          (B) a statement (the “ Closing Net Working Capital Statement ”) of the Net Working Capital of the Companies as of the Effective Time (the “ Closing Net Working Capital ”), prepared in accordance with Section 2.08(a)(ii).

          (ii) The Closing Balance Sheet and the Closing Net Working Capital Statement shall be prepared on a basis consistent with and utilizing the same principles, practices and policies of the Companies as those used in preparing the Year End Audited Balance Sheet. In addition, the Closing Net Working Capital Statement shall be prepared substantially in the form of the illustrative Net Working Capital calculation set forth in Exhibit 2.07(b).

          (iii) The Purchasers and the Seller hereby acknowledge that, notwithstanding the provisions of Sections 2.04(a) and (b): (A) all Cash of the Companies that existed prior to the Effective Time and that remains with the Companies immediately after the Effective Time shall be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet; and (B) to the extent that any Indebtedness of any of the Companies that existed prior to the Effective Time remains outstanding immediately after the Effective Time, such Indebtedness shall be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet, whether or not classified as current or long term pursuant to GAAP.

          (b) Disputes .

          (i) The Seller and its Representatives shall be given timely access to all supporting documents and work papers used in the preparation of the Closing Net Working Capital Statement and the Closing Balance Sheet and to such Books and Records, facilities and employees of the Companies and the Purchasers, and Newco, as applicable, as it may reasonably request, in connection with its review of the Closing Net Working Capital Statement and the Closing Balance Sheet.

          (ii) The Seller may dispute any amounts reflected on the Closing Net Working Capital Statement or the Closing Balance Sheet. If the Seller elects to dispute any such amount, the Seller shall notify the Purchasers, or Newco, as applicable, in writing of each disputed item on the Closing Net Working Capital Statement, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within forty-five (45) days of the Purchasers’, or Newco’s, as applicable, delivery of the Closing Balance Sheet and the Closing Net Working Capital Statement under Section 2.08(a)(i) to the Seller. In the event of such a dispute, the Seller and the Purchasers, or Newco, as applicable, shall attempt in good faith to reconcile their differences with respect to the disputed items. If the Seller and the Purchasers, or Newco, as applicable, are unable to reach a resolution within sixty (60) days after receipt by the Purchasers, or Newco, as applicable, of the Seller’s written notice of dispute, the Seller and the Purchasers, or Newco, as applicable, shall submit the items remaining in dispute for resolution to BDO Seidman, LLP (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of the Purchasers, or Newco, as applicable, and the Seller, to another independent accounting firm of international reputation mutually acceptable to the Seller and the Purchasers, or Newco, as applicable) (either BDO Seidman, LLP or such other accounting firm being referred to herein as the “ Independent Accounting Firm ”), which shall, as soon as practicable after such submission, determine and report to the Seller and the Purchasers, or Newco, as applicable, upon such remaining disputed items, and such report shall be conclusive, final and binding upon, and non-appealable by, the Seller and the Purchasers, or Newco, as applicable, except for manifest error or fraud. The Independent Accounting Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. If the Independent Accounting Firm resolves all disputes presented to it entirely in the manner proposed by the Seller or the Purchasers, or Newco, as applicable, as the case may be, the fees and expenses of the Independent Accounting Firm relating to the resolution of such dispute shall be paid by the other party. In all other events, the fees and expenses of the Independent Accounting Firm shall be shared based on the difference between the Seller’s position, on the one hand, and the Purchasers’, or Newco’s, as applicable, position, on the other hand, initially presented to the Independent Accounting Firm (based on the aggregate of all differences taken as a whole) and the final resolution as determined by the Independent Accounting Firm in proportion to the total difference between the Seller’s and the Purchasers’, or Newco’s, as applicable, initial positions.

          (c) Post-Closing Purchase Price Adjustment . The Closing Balance Sheet and the Closing Net Working Capital Statement shall be deemed final for the purposes of this Section 2.08 upon the earliest of (i) notice from the Seller to the Purchasers, or Newco, as applicable, of its agreement with the Closing Balance Sheet and the Closing Net Working Capital Statement, (ii) the failure of the Seller to notify the Purchasers, or Newco, as applicable, of a dispute in accordance with Section 2.08(b)(ii), (iii) the resolution of all disputes by the Seller and the Purchasers and (iv) the resolution of all disputes by the Independent Accounting Firm. Within two (2) Business Days of the Closing Balance Sheet and the Closing Net Working Capital Statement being deemed final, an adjustment to the Purchase Price shall be made as follows, by wire transfer in immediately available funds to the Seller or the Purchasers, or Newco, as applicable:

          (A) If the Closing Net Working Capital exceeds the Estimated Closing Net Working Capital, then the Cash Purchase Price shall be adjusted upward in an amount equal to such excess and the Purchasers, or Newco, as applicable, shall pay such amount to the Seller by wire transfer in immediately available funds; or

          (B) If the Closing Net Working Capital is less than the Estimated Closing Net Working Capital, then the Cash Purchase Price shall be adjusted downward in an amount equal to such deficiency and the Seller shall pay to the Purchasers, or Newco, as applicable, their respective Pro Rata Portions of such amount by wire transfer in immediately available funds.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLER

     Except as set forth in the Disclosure Schedule, the Seller hereby represents and warrants to the Purchasers or to Newco, solely to the extent the rights and obligations of the Purchasers have been assigned to Newco pursuant to the Assignment and Assumption Agreement, as follows.

     Section 3.01 Organization, Authority and Qualification of the Seller, Parent and Porex .

          (a) The Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchasers) this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or general principles of public policy.

          (b) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and has all necessary corporate power and authority to provide the Parent Guarantee and enter into the Transition Services Agreement, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Parent of the Parent Guarantee and the Transition Services Agreement, the performance by Parent of its obligations thereunder and the consummation by Parent of the transactions contemplated thereby have been duly authorized by all requisite corporate action on the part of Parent and no approval is required to be obtained from the stockholders of Parent with respect to this Agreement, the Parent Guarantee or the Transition Services Agreement. The Parent Guarantee has been, and upon its execution the Transition Services Agreement shall have been, duly executed and delivered by Parent, and (in respect of the Transition Services Agreement, assuming its due authorization, execution and delivery by Porex) shall constitute legal, valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or general principles of public policy.

          (c) Porex is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to enter into the Transition Services Agreement, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Porex of the Transition Services Agreement, the performance by Porex of its obligations thereunder and the consummation by Porex of the transactions contemplated thereby have been duly authorized by all requisite corporate action on the part of Porex. Upon its execution, the Transition Services Agreement shall have been duly executed and delivered by Porex, and (assuming due authorization, execution and delivery by Parent) shall constitute a legal, valid and binding obligation of Porex, enforceable against Porex in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or general principles of public policy.

     Section 3.02 Capitalization; Ownership of Shares . The authorized capital stock of Porex consists of 1,000 Shares. One thousand (1,000) Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable. Except as set forth in Section 3.02 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating the Seller, any Affiliate of the Seller, or any of the Companies to issue, sell, transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting, registration or disposition of or that restrict the transfer of, any Shares or any other issued or unissued ownership interest in any of the Companies. The Shares constitute all of the issued and outstanding capital stock of Porex and are owned of record by the Seller and will be delivered to the Purchasers at the Closing, in each case, free and clear of all Encumbrances other than Encumbrances created on or after the Closing Date related to the Purchasers’ ownership thereof, as to which no representation or warranty is made. No Shares have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the certificate of incorporation or bylaws or equivalent organizational documents of Porex or any Contract to

which Parent, the Seller, Porex or any of their respective Affiliates is a party or by which any of such parties is bound.

     Section 3.03 Companies .

          (a) Section 3.03(a) of the Disclosure Schedule sets forth, for each Company, such Company’s name, jurisdiction of incorporation, authorized capital stock or other ownership interests and number of issued and outstanding shares or other ownership interests. Except as set forth in Section 3.03(a) of the Disclosure Schedule, none of the Companies owns, directly or indirectly, any capital stock or other ownership interest of any Person. All of the issued and outstanding shares or other ownership interests of each Company have been duly authorized and validly issued and are fully paid and nonassessable and all such issued and outstanding shares or other ownership interests are owned of record by the respective Person listed in Section 3.03(a) of the Disclosure Schedule, free and clear of all Encumbrances, other than Encumbrances (i) created on or after the Closing Date by a Purchaser related to a Purchaser’s ownership thereof, as to which no representation or warranty is made, or (ii) set forth in Section 3.03(a) of the Disclosure Schedule. Except as set forth in Section 3.03(a) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock or other ownership interests of any Company, or obligating the Seller, any Affiliate of the Seller or any such Company to issue, sell, transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting, registration or disposition of or that restrict the transfer of, the issued or unissued capital stock or other ownership interests in any of the Companies. No steps have been taken or legal proceedings been started by any Company or, to the Knowledge of the Seller, threatened against any Company to be dissolved and wound up or liquidated, declared bankrupt or insolvent or placed under suspension of payments. No shares of capital stock or other equity or ownership interests of any Company have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the certificate of incorporation or bylaws or equivalent organizational documents of such Company or any Contract to which Parent, the Seller or any Company or any of their respective Affiliates is a party or by which any of such parties is bound.

          (b) Each of the Companies has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as currently conducted. True and correct copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Company have been made available by the Seller to the Purchasers. Each of Parent, the Seller and the Companies is duly licensed or qualified and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) materially and adversely affect the ability of the Seller, Parent or Porex, as applicable, to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Parent Guarantee and the Transition Services Agreement, or (ii) otherwise have a US Companies MAE or a Foreign Companies MAE.

     Section 3.04 No Conflict . Assuming that all consents and other actions described in Section 3.05 have been obtained or made, all filings and notifications listed in Section 3.05 of the

Disclosure Schedule have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating to the Purchasers or their Affiliates, the execution, delivery and performance by the Seller of this Agreement, the execution, delivery and performance by Parent of the Parent Guarantee and the Transition Services Agreement, and the execution, delivery and performance by Porex of the Transition Services Agreement, do not and will not (i) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of the Seller, Parent or any Company, as applicable, (ii) conflict with or violate any Law or Governmental Order applicable to the Seller, Parent or any Company or (iii) except as set forth in Section 3.04 of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) or require any consent under, any Listed Contract or otherwise result in any Encumbrance on any property, asset or right of any Company, except, in the case of clauses (ii) and (iii), as would not (A) materially and adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, materially and adversely affect the ability of Parent to carry out its obligations under, and to consummate the transactions contemplated by, the Parent Guarantee and the Transition Services Agreement, or materially and adversely affect the ability of Porex to carry out its obligations under, and to consummate the transactions contemplated by, the Transition Services Agreement, or (B) otherwise have a US Companies MAE or a Foreign Companies MAE.

     Section 3.05 Consents and Approvals . The execution, delivery and performance by the Seller of this Agreement, the execution, delivery and performance by Parent of the Parent Guarantee and the Transition Services Agreement, and the execution, delivery and performance by Porex of the Transition Services Agreement, do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (i) as described in Section 3.05 of the Disclosure Schedule, (ii) the premerger notification and waiting period requirements of the HSR Act or the German ARC, (iii) where failure to make or obtain such consent, approval, authorization or action, or to make such filing or notification, would not (A) materially and adversely affect the ability of the Seller, Parent or Porex, as applicable, to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Parent Guarantee and the Transition Services Agreement, or (B) otherwise have a US Companies MAE or a Foreign Companies MAE, or (iv) as may be necessary as a result of any facts or circumstances relating to the Purchasers or any of their Affiliates.

     Section 3.06 Financial Information .

          (a) Set forth in Section 3.06(a) of the Disclosure Schedule are the following financial statements: (i) the audited combined consolidated balance sheet of the Companies as of December 20, 2008 (the “ Year End Audited Balance Sheet ”) and the related audited combined statements of income and cash flows of the Companies for the 52-week period ended December 20, 2008 (collectively, the “ Year End Audited Financial Statements ”); and (ii) the unaudited combined consolidated balance sheet of the Companies as of June 20, 2009 (the “ June Unaudited Balance Sheet ”) and the related unaudited combined statements of income and cash flows of the Companies for the 26-week period ended June 20, 2009 (collectively, the “ Unaudited Financial Statements ”).

          (b) Except as set forth in Section 3.06(b) of the Disclosure Schedule, each of the Year End Audited Financial Statements and the Unaudited Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Companies as of each date and for the periods covered thereby in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto); provided , that the June Unaudited Financial Statements (i) lack footnotes and changes resulting from normal year-end adjustments associated with audited financial statements and (ii) lack updates to the deferred Tax amounts included in the June Unaudited Balance Sheet.

     Section 3.07 Absence of Undisclosed Material Liabilities . There are no Liabilities of the Companies of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (i) reflected on, or reserved against in, the Year End Audited Balance Sheet, (ii) set forth in Section 3.07 of the Disclosure Schedule, (iii) incurred since the Reference Statement Date in the ordinary course of business of the Companies, or (iv) which are not, individually or in the aggregate, material to the Companies, taken as a whole.

     Section 3.08 Conduct in the Ordinary Course . Except (x) as set forth in Section 3.08 of the Disclosure Schedule or (y) as otherwise expressly contemplated by this Agreement, the Transition Services Agreement or the Note Purchase Documents, since the Reference Statement Date through the date of this Agreement, each of the Companies has operated its businesses in the ordinary course of business in all material respects and has not:

          (a) (i) issued, sold or redeemed any capital stock or other ownership interests, notes, bonds or other securities of any of the Companies (or any option, warrant or other right to acquire the same), (ii) declared, made or paid any dividends or distributions (including repayments of paid in share capital) to the holders of capital stock or other equity securities of any of the Companies other than cash dividends, distributions and redemptions declared, made or paid by any Company solely to another Company or by Porex to the Seller or an Affiliate of the Seller and other than dividends permissible under applicable Law or distributions paid solely in cash, or (iii) split, combined or reclassified any capital stock of any of the Companies;

          (b) amended or restated its respective certificate of incorporation, articles of association or bylaws (or similar organizational documents, as applicable);

          (c) granted or announced any increase in, or acceleration of payment or vesting of, the salaries, bonuses, or, on an aggregate basis, other benefits payable by such Company to any of its employees, other than (i) as required by applicable Law, (ii) pursuant to any plans, programs or agreements (including bonus programs) as in effect on the date of this Agreement, or (iii) other increases in the ordinary course of business (including increases due to promotions and normal periodic performance reviews and related compensation and benefit increases);

          (d) except in the ordinary course of business, (i) incurred any Indebtedness for borrowed money (other than Indebtedness to a member of the Seller Group or another Company, trade credit and accounts payable), (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any Indebtedness of any Person (other than Indebtedness of

another Company), in the case of (i), (ii) and (iii) above, in an aggregate amount exceeding $1,000,000;

          (e) made any acquisition (by merger, consolidation, or acquisition of stock or assets) of any Person or other business organization or division thereof, or entered into any written Contract to acquire (i) an equity interest in any legal entity, or (ii) an interest in any joint venture, excluding any Contract for the provision of goods or services;

          (f) except in the ordinary course of business, created any Encumbrances on any of its assets, tangible or intangible, other than Permitted Encumbrances and Encumbrances on assets having an aggregate value not in excess of $1,000,000;

          (g) sold, assigned, leased or transferred any of its material tangible assets or Intellectual Property Rights except in the ordinary course of business;

          (h) made any material change in any method of accounting or accounting practice or policy used by such Company, other than such changes required by GAAP or by applicable Law;

          (i) adopted, entered into or effected a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Companies (other than pursuant to this Agreement);

          (j) made or committed to make capital expenditures in excess of $500,000 in the aggregate;

          (k) made or revoked any material Tax election, settled or compromised any material Tax claim or liability or enter into any closing agreement with any Governmental Authority in respect of a material amount of Taxes;

          (l) accelerated the collection of or discounted any accounts receivable, delayed the payment of accounts payable, deferred expenses or other accrued liabilities, reduced inventories or otherwise increased cash on hand, except, in each such case, in the ordinary course of business;

          (m) agreed to take any of the actions specified in Sections 3.08 (a)-(l), except as contemplated by this Agreement or the Transition Services Agreement; or

          (n) suffered a Material Adverse Effect.

     Section 3.09 Litigation . Except as set forth in Section 3.09 of the Disclosure Schedule, there is no Action by or against Parent, the Seller or any Company pending, or to the Knowledge of the Seller threatened, before any Governmental Authority that has had or would reasonably be expected to have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement or the Transition Services Agreement or the consummation of the transactions contemplated hereby or thereby. Except as set forth in Section 3.09 of the Disclosure Schedule, none of the Companies or the assets of the Companies is subject to or bound by any Governmental Order that has had or would reasonably be expected to have a Material Adverse

Effect. None of the representations and warranties contained in this Section 3.09 shall be deemed to relate to environmental matters (which are governed by Section 3.11), intellectual property matters (which are governed by Section 3.12), employee benefits matters (which are governed by Section 3.08(c), Section 3.14, Section 3.16(a)(iii) and Section 3.18) and Tax matters (which are governed by Section 3.15 and Section 3.14 to the extent it relates to Tax matters).

     Section 3.10 Compliance with Laws .

          (a) Except as set forth in Section 3.10 of the Disclosure Schedule and as would not (i) materially and adversely affect the ability of the Companies to operate the business of the Companies, taken as a whole, (ii) materially and adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, (iii) materially and adversely affect the ability of Parent to carry out its obligations under, and to consummate the transactions contemplated by, the Parent Guarantee and the Transition Services Agreement, (iv) materially and adversely affect the ability of Porex to carry out its obligations under, and to consummate the transactions contemplated by, the Transition Services Agreement, or (v) otherwise have a Material Adverse Effect, (A) the Porex Companies are not in violation of any Law or Governmental Order applicable to the Porex Companies and (B) the Porex Surgical Companies are not in violation of any Law or Governmental Order of the United States or Germany applicable to the Porex Surgical Companies.

          (b) Except as set forth in the Section 3.10(b) of the Disclosure Schedule and except as would not have a Material Adverse Effect, (i) each Porex Company holds all permits, licenses, certificates, variances, exemptions, registrations, orders and other authorizations, consents and approvals of all Governmental Authorities necessary for or material to the conduct of such Porex Company’s businesses and for the operation of such Company’s properties as presently conducted; and (ii) each Porex Surgical Company holds all permits, licenses, certificates, variances, exemptions, registrations, orders and other authorizations, consents and approvals of all Governmental Authorities of the United States and Germany necessary for or material to the conduct of such Porex Surgical Company’s businesses and for the operation of such Porex Surgical Company’s properties as presently conducted.

          (c) Except as would not have a Material Adverse Effect, to the Knowledge of the Seller, (i) each Company has all Product Registrations with the FDA and any other applicable Governmental Authorities required to conduct its business as currently conducted, and each of the Product Registrations is valid and in full force and effect, (ii) neither the FDA nor any other Governmental Authority is considering limiting, suspending, withdrawing or revoking any of such Product Registrations or changing the marketing classification or labeling of the products of any of the Companies, (iii) there is no materially false or misleading information or significant omission in any product application or other submission to the FDA or any other applicable Governmental Authorities with respect to any Product Registration, (iv) each of the Companies has fulfilled and performed its obligations under each of its Product Registrations with the FDA and the other applicable Governmental Authorities, and (v) no event has occurred which would constitute a breach or default or would cause revocation, withdrawal or termination of any such Product Registration.

          (d) Except as would not have a Material Adverse Effect, all products developed, tested, researched, manufactured, processed, packaged, labeled, stored, distributed, marketed, or sold by or on behalf of any of the Porex Surgical Companies that are manufactured by any of the Porex Surgical Companies and that are subject to the jurisdiction of the FDA or any other applicable Governmental Authority of the United States or Germany are being (and, during the five years prior to the date of this Agreement, have been), developed, tested, researched, manufactured, processed, packaged, labeled, stored, distributed, marketed, and sold in compliance with applicable Laws of the United States and Germany and regulatory guidance of the FDA and each other applicable Governmental Authority of the United States and Germany, including those regarding pre-market notification, good manufacturing practices, labeling, advertising, sales, promotion, record-keeping and adverse event reporting.

          (e) None of the Porex Surgical Companies is subject to any obligation arising under an administrative or regulatory action under applicable United States or German Law, including any FDA inspection, FDA warning letter, FDA notice of violation letter, FDA Form 483 Inspection Observations, Establishment Inspection Report, product recall, market withdrawal, action to suspend or enjoin manufacturing, production, sale, distribution, import or export of any product of a Porex Surgical Company or other notice, response or commitment made to or with the FDA or any other applicable Governmental Authorities of the United States or Germany that would have a Material Adverse Effect.

          (f) None of the Porex Companies is subject to any obligation arising under an administrative or regulatory action under applicable Law, including any FDA inspection, FDA warning letter, FDA notice of violation letter, FDA Form 483 Inspection Observations, Establishment Inspection Report, product recall, market withdrawal, action to suspend or enjoin manufacturing, production, sale, distribution, import or export of any product of a Porex Company or other notice, response or commitment made to or with the FDA or any other applicable Governmental Authorities that would have a Material Adverse Effect.

          (g) Except as would not have a Material Adverse Effect, (i) each of the Porex Surgical Companies has made all material notifications, submissions and reports required by any such obligation referred to in the preceding clause (e), and has taken all corrective actions required pursuant to such obligations, (ii) each of the Porex Surgical Companies has made all material notifications, submissions and reports required by any such obligation referred to in the preceding clause (f), and has taken all corrective actions required pursuant to such obligations, and (iii) all such material notifications, submissions and reports were true, complete and correct in all material respects as of the date of submission to the FDA or the other applicable Governmental Authority to which such submission was made.

          (h) Except as set forth in Section 3.10(h) of the Disclosure Schedule, none of the Companies nor, to the Knowledge of the Seller, any of their respective directors, officers, members, managers or employees:

          (i) has been convicted of or charged by a Governmental Authority with any violation of any Healthcare Regulatory Law;

          (ii) has been excluded, suspended or debarred from participation in any United States federal health care program or procurement program, including programs of the FDA; or

          (iii) has directly or indirectly made any contribution, gift, bribe, rebate, payoff, commissions, promotional allowances, influence payment, kickback, or other payment or economic benefit to any Person, private or public, regardless of what form, whether in money, property, or services that was, in any such case, a material violation of applicable Law.

          (i) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to environmental matters (which are governed by Section 3.11), employee benefits matters (which are governed by Section 3.08(c), Section 3.14, Section 3.16(a)(iii) and Section 3.18) and Tax matters (which are governed by Section 3.15 and Section 3.14 to the extent it relates to Tax matters).

          (j) Since the date that is three years prior to the date of this Agreement, none of the Companies (nor, to the Knowledge of the Seller, any of their respective directors, officers, members, managers or employees, in their capacities as such) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977 or any other similar applicable foreign Law.

     Section 3.11 Environmental Matters .

          (a) Except as set forth in Section 3.11 of the Disclosure Schedule, or as would not have a Material Adverse Effect:

          (i) there are, with respect to the Companies, no present violations of any applicable Environmental Laws or Environmental Permits;

          (ii) each Company possesses all Environmental Permits that are required for the operations of such Company, all of which are in full force and effect;

          (iii) the operations of the Companies have not resulted in any material release of Hazardous Substances and, to the Knowledge of the Seller, there has not been any material release of Hazardous Substances at any Real Property and, to the Knowledge of the Seller, no Hazardous Substances are present at levels requiring investigation or remediation, in, on, under, from, or about any Real Property from any source, including but not limited to the operations of the Companies or off-site sources;

          (iv) there is no Environmental Claim regarding any of the Companies or their respective operations pending, or to the Knowledge of the Seller, threatened against the Seller or any of the Companies and, to the Knowledge of the Seller, there are no such past Environmental Claims;

          (v) to the Knowledge of the Seller, none of the Companies owns or operates any underground storage tanks and no underground storage tanks are located on

any Owned Real Property or Leased Real Property and no underground storage tanks have ever been located on any Owned Real Property;

          (vi) the Seller has made available to the Purchasers true, correct and complete copies of all environmental investigations, studies, audits, tests, reviews or other analyses concerning the condition of the Real Property or any material violation of Environmental Laws or Hazardous Substance contamination to the extent such documents are in the possession or control of the Seller or the Companies;

          (vii) no friable asbestos containing material that currently requires removal or encapsulation under Environmental Law (where such removal or encapsulation has not been conducted in violation of Environmental Law) is located on any Owned Real Property or, to the Knowledge of the Seller, on any Leased Real Property;

          (viii) no polychlorinated biphenyls that currently require removal under Environmental Law (where such removal has not been conducted in violation of Environmental Law) are located on any Owned Real Property or, to the Knowledge of the Seller, on any Leased Real Property; and

          (ix) no portion of any Owned Real Property and, to the Knowledge of the Seller, no portion of any Leased Real Property is being used or, to the Knowledge of the Seller, has been used for the treatment, storage or disposal of any Hazardous Substances, except for temporary storage of Hazardous Substances in compliance with all Environmental Laws.

          (b) None of the representations and warranties in this Agreement other than those contained in this Section 3.11 shall address matters involving Environmental Laws, Environmental Permits, Hazardous Substances or other environmental matters.

     Section 3.12 Intellectual Property .

          (a) Section 3.12(a) of the Disclosure Schedule is a true and accurate list, as of the date of this Agreement, of all Registered Intellectual Property Rights. The Companies exclusively own all of the Registered Intellectual Property Rights owned by the Companies.

          (b) The Companies own or are licensed (and immediately following the Closing will own or, taking into consideration the Transition Services Agreement, will be licensed), sufficient Intellectual Property Rights to conduct the business of the Companies as it is currently conducted, in all material respects. There are no Intellectual Property Rights owned by any of the Companies that are subject to any outstanding order, judgment, decree or stipulation of a Governmental Authority restricting any of the Companies’ use thereof.

          (c) Except as set forth in Section 3.12(c) of the Disclosure Schedule, or as would not have a Material Adverse Effect, (i) to the Knowledge of the Seller, the operation of the Companies as presently conducted does not infringe or misappropriate the Intellectual Property Rights of any third-party, (ii) the Companies have not received in the past five (5) years through the date of this Agreement any written notice of any actual, alleged, possible or potential

infringement or misappropriation of any Intellectual Property Rights of any third-party relating to the Companies and (iii) there is no Action pending or, to the Knowledge of the Seller, threatened by any third-party against the Companies that challenges the legality, validity, enforceability, use or sole ownership of any Intellectual Property Rights owned by any of the Companies or alleges a claim of infringement, dilution or misappropriation of any Intellectual Property Rights of any third-party.

          (d) The Companies have established, in the ordinary course of business, policies and procedures designed to protect the confidentiality of their confidential information and trade secrets.

          (e) Except as set forth in Section 3.12(e) of the Disclosure Schedule, or as would not have a Material Adverse Effect (i) to the Knowledge of the Seller, there is no unauthorized use, disclosure, infringement, or misappropriation of any material Intellectual Property Rights owned by or exclusively licensed to the Companies by any third-party, including any employee or former employee of any of the Companies and (ii) the Companies have not brought an Action in the past four (4) years alleging infringement or misappropriation of any material Intellectual Property Rights owned by or licensed to the Companies or breach of any license or agreement involving such material Intellectual Property Rights against any third-party.

     Section 3.13 Real Property .

          (a)&n