STOCK PURCHASE AGREEMENT between BWAY CORPORATION and THE PERSONS IDENTIFIED AS SELLERS ON THE SIGNATURE PAGES HERETO Dated as of August 20, 2009

Exhibit 10.1

STOCK PURCHASE AGREEMENT

between

BWAY CORPORATION

and

THE PERSONS IDENTIFIED AS SELLERS ON THE SIGNATURE PAGES HERETO

Dated as of August 20, 2009

Table of Contents

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Table of Contents

(continued)

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Table of Contents

(continued)

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of August 20, 2009 (this “ Agreement ”), is made by and among BWAY Corporation, a Delaware corporation (“ Buyer ”) and each of the Persons identified as “ Sellers ” on the signature pages hereto (each a “ Seller ” and collectively, the “ Sellers ”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.1.

R E C I T A L S:

WHEREAS, the Sellers own all of the issued and outstanding shares of common stock, having no par value per share (the “ Common Stock ”) of Central Can Company, Inc., a Delaware corporation (the “ Company ”) (the “ Shares ”); and

WHEREAS, the Sellers wish to sell the Shares to Buyer, and Buyer wishes to purchase the Shares from the Sellers, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1

Sale and Purchase of Shares

Section 1.1 Sale and Purchase of Shares . Subject to the terms and conditions hereof, at the Closing, the Sellers shall sell the Shares to Buyer, free and clear of all Liens, and Buyer shall purchase the Shares from the Sellers, for an amount in the aggregate equal to the Purchase Price, such Purchase Price subject to adjustment as set forth in Section 1.3(b).

Section 1.2 Closing . The closing of the sale and purchase of the Shares (the “ Closing ”) shall take place remotely by the exchange of documents and signatures by facsimile or electronic mail with originals to follow by overnight courier on August 20, 2009, unless another time, date or place is agreed to in writing by the parties. The date on which the Closing occurs is referred to hereinafter as the “ Closing Date ”. The deliveries described in ARTICLE 6 shall be mutually interdependent and shall be regarded as occurring simultaneously, and no such delivery shall become effective or shall be deemed to have occurred until all of the other deliveries provided for in ARTICLE 6 shall also have occurred or been waived in writing. Such deliveries shall be deemed to have occurred, and the Closing shall be deemed effective as of 12:01 a.m. C.D.T. on the Closing Date. At the Closing:

(a) Sellers shall deliver to Buyer, one or more certificates representing all of the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps;

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(b) Buyer shall pay to the Sellers, by wire transfer of immediately available funds to accounts, which shall be designated by the Sellers’ Representative at least three Business Days prior to the Closing Date, a pro rata portion, determined in accordance with the allocations set forth on Schedule I (the “ Allocation Schedule ”), of amounts which in the aggregate equal the sum of the Purchase Price, minus ( i ) the amount of Estimated Indebtedness, minus ( ii ) the amount of Estimated Company Transaction Expenses, minus ( iii ) the amount of the DN Advisory Fee, minus (iv) the amount of the Preferred Stock Redemption Amount and ( v ) without double-counting any amounts taken into account in clauses (i), (ii) or (iii) above, any amounts paid by Buyer pursuant to Section 6.2(d) or Section 6.2(i), (the “ Base Purchase Price ”);

(c)Buyer shall pay to each of the Preferred Shareholders, on behalf of the Company, the Preferred Stock Redemption Amount, in the amounts set forth on Schedule II by wire transfer in immediately available funds to accounts which shall be designated by each Preferred Shareholder; and

(d) Buyer shall pay to DN Partners, LLC, by wire transfer of immediately available funds to an account which shall be designated by the Sellers’ Representative at least three Business Days prior to the Closing Date, an amount equal to the DN Advisory Fee.

Section 1.3 Purchase Price Adjustment .

(a) Closing of the Books on the Closing Date . In preparation for the Closing, the Sellers shall use their reasonable best efforts to cause a full balance sheet closing to take place on the Closing Date as if it were the last day of a fiscal period for the Company.

(b) Pre-Closing Adjustment . At least one Business Day prior to the Closing Date, the Sellers’ Representative shall prepare based on all available information and deliver to Buyer a statement (the “ Estimated Closing Statement ”) consisting of ( i ) an estimated calculation in reasonable detail of the aggregate amount of Indebtedness (other than the U.S. Steel Note, all obligations of the Company under credit cards issued by Fifth Third Bank, the obligations to Soudronic which are scheduled to be paid after Closing, and the payments due to Severstal Wheeling and Kemeny Overseas Packaging (BAO Steel), all of which Company shall pay in accordance with their terms after the Closing) of the Company as of immediately prior to the Closing (“ Estimated Indebtedness ”), ( ii ) an estimated calculation in reasonable detail of the aggregate unpaid Company Transaction Expenses as of immediately prior to the Closing (the “ Estimated Company Transaction Expenses ”), ( iii ) the amount of the DN Advisory Fee, and ( iv ) the amount to be paid to the holders of the Preferred Stock as contemplated by Section 6.2(i).

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Section 1.4 Withholding . Notwithstanding any other provision of this Agreement, and for the avoidance of doubt, ( a ) each payment made pursuant to this Agreement shall be made net of any Taxes required by applicable Law to be deducted or withheld from such payment and ( b ) any amounts deducted or withheld from any such payment shall be remitted to the applicable Governmental Authority and shall be treated for all purposes of this Agreement as having been paid. The party making any such deduction or withholding shall furnish to the other party official receipts (or copies thereof) evidencing the payment of any such Taxes.

Section 1.5 Sellers’ Representative .

(a) Effective upon the execution of this Agreement and without the further act of any Person, DN Partners, LLC shall be irrevocably appointed as agent and attorney-in-fact (the “ Sellers’ Representative ”) for each of the Sellers with full power of substitution and full power and authority to represent each such Seller and his or its successors with respect to all matters arising under this Agreement. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority, on behalf of each Seller and his, her or its successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any claim, to assert claims, to negotiate and compromise any dispute which may arise under this Agreement, to sign documents with respect to any such dispute and to authorize delivery of any payments to be made with respect thereto. If for any reason DN Partners, LLC is unable to serve as the Sellers’ Representative or while serving as the Sellers’ Representative resigns as or otherwise ceases to be the Sellers’ Representative, the Sellers, by vote of a majority of the percentages set forth on the Allocation Schedule, shall appoint another Seller as a substitute Sellers’ Representative.

(b) The Sellers’ Representative shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Sellers’ Representative shall be read into this Agreement or otherwise be imposed on the Sellers’ Representative. In performing his or her functions and duties under this Agreement, the Sellers’ Representative shall act solely as the agent for the Sellers, and the Sellers’ Representative shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any other Person. All actions, decisions and instructions of the Sellers’ Representative shall be conclusive and binding upon all of the Sellers as if expressly signed and ratified by him, her or it, and the Sellers’ Representative shall not be liable to any of the Sellers or to Buyer for any act done or omitted hereunder as the Sellers’ Representative except for any loss resulting from fraud or willful misconduct on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder.

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(c) Buyer shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to this Agreement, and any and all claims and notices of Sellers shall be asserted through the Sellers’ Representative. Buyer and its Affiliates (including, after the Closing, the Company) shall be entitled to rely conclusively, and shall be fully protected in relying conclusively (without further evidence or independent investigation of any kind whatsoever), on the power and authority of the Sellers’ Representative and on any document executed or purported to be executed on behalf of any of the Sellers by the Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any of the Sellers by the Sellers’ Representative, as fully binding upon such Sellers.

(d) Buyer and its Affiliates (including, after the Closing, the Company) shall have no liability to any of the Sellers for any acts or omissions of the Sellers’ Representative, or any acts or omissions taken or not taken by any Persons at the direction of the Sellers’ Representative.

ARTICLE 2

Representations and Warranties of the Sellers

The Sellers represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows:

Section 2.1 Corporate Status . The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each of the jurisdictions specified in Section 2.1 of the Sellers’ Disclosure Letter, which includes each jurisdiction in which the nature of its business or the properties owned, leased or operated by it makes such qualification necessary. The Sellers have delivered to Buyer complete copies of the Organizational Documents of the Company as currently in effect, and the Company is not in violation of any provision of such Organizational Documents.

Section 2.2 Corporate and Governmental Authorization .

(a) The Sellers have all requisite power and authority to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Sellers’ obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of the Sellers. The Sellers have duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Sellers enforceable against the Sellers in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer and conveyance

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laws and other similar laws of general application relating to or affecting the rights and remedies of creditors.

(b) The execution and delivery of this Agreement by the Sellers and the performance of their obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority, other than any actions or filings under Laws the absence of which would not be, individually or in the aggregate, materially adverse to the Company, or materially impair the ability of the Sellers to consummate the transactions contemplated hereby or the ability of the Company to continue to conduct its business following the Closing.

Section 2.3 Non-Contravention . The execution and delivery of this Agreement by the Sellers and the performance of their obligations hereunder do not and will not ( a ) conflict with or breach any provision of the Organizational Documents of the Sellers or the Company, ( b ) assuming compliance with the matters referred to in Section 2.2(b), conflict with or breach any provision of any applicable Law, ( c ) except as set forth on Section 2.3 of the Sellers’ Disclosure Letter, require any consent of or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any material agreement or other instrument to which any Seller or the Company is a party (including any Material Contract) or any material Permit affecting the assets or business of the Company or ( d ) result in the creation or imposition of any Lien other than Permitted Liens on any Assets.

Section 2.4 Capitalization; Title to Shares .

(a) The authorized capital stock of the Company consists of ( i ) 10,000 shares of Common Stock, of which 7,350 shares are issued and outstanding and ( ii ) 10,000 shares of Preferred Stock, of which 5,000 shares are issued and outstanding. The Shares have been duly authorized and validly issued and are fully paid and nonassessable. Each Seller owns the Shares set forth on Section 2.4(a) of the Sellers’ Disclosure Letter, beneficially and of record, free and clear of any Lien. Upon delivery of and payment for the Shares at the Closing, Buyer will acquire good and valid title to all of the Shares, free and clear of any Lien. As of the Closing, all shares of Preferred Stock shall have been validly redeemed by the Company as provided in this Agreement and no such shares shall remain outstanding.

(b) Except as set forth in Section 2.4(a), there are no outstanding ( i ) shares of capital stock of or other voting or equity interests in the Company, ( ii ) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, ( iii ) options or other rights or agreements, commitments or understandings of any kind to acquire from the Company, or other obligation of the Sellers or the Company to issue, transfer or sell, any shares of capital stock of

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or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, ( iv ) voting trusts, proxies or other similar agreements or understandings to which the Sellers or the Company is a party or by which the Sellers or the Company is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or ( v ) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “ Company Securities ”). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities.

Section 2.5 No Subsidiary or Ownership Interests . The Company does not own any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any Person.

Section 2.6 Financial Statements; Accounting Controls .

(a) The Sellers have delivered to Buyer complete copies of ( i ) audited financial statements of the Company at and for the periods ended December 31, 2007 and December 31, 2008 (the last such date, the “ Balance Sheet Date ”), together with the report of the Company’s independent auditors thereon (collectively, the “ Audited Financial Statements ”) and ( ii ) unaudited interim financial statements of the Company at and for the period ended June 30, 2009 (the “ Unaudited Financial Statements ”), including in the case of each of clauses (i) and (ii) a balance sheet and statements of income or operations, cash flows and retained earnings or shareholders’ equity (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “ Financial Statements ”). The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis (except as may be indicated in the notes thereto) and, except as set forth in Section 2.6 (a) of Seller’s Disclosure Letter, present fairly in all material respects the financial position, results of operations and cash flows of the Company at and for the respective periods indicated (subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and to normal year-end adjustments which will not be material to the Company).

(b) The Company has devised and maintained systems of internal accounting controls with respect to the Business sufficient to provide reasonable assurances that ( i ) all transactions are executed in accordance with management’s general or specific authorization, ( ii ) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, ( iii ) access to their property and assets is permitted only in accordance with management’s general or specific authorization and ( iv ) recorded accountability for items is compared with actual levels at

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reasonable intervals and appropriate action is taken with respect to any differences.

Section 2.7 No Undisclosed Material Liabilities . The Company has no material liabilities or obligations, whether absolute, known, unknown, accrued, contingent or otherwise and whether due or to become due, except ( a ) as set forth in Section 2.7 of the Sellers’ Disclosure Letter, ( b ) liabilities and obligations to the extent disclosed or reserved against in the Reference Balance Sheet or specifically disclosed in the notes thereto and ( c ) liabilities and obligations that were incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice.

Section 2.8 Absence of Certain Changes . Since the Balance Sheet Date (or in the case of clause (e) below, since August 1, 2009), except as set forth in Section 2.8 of the Sellers’ Disclosure Letter and except to the extent disclosed in footnotes to the Financial Statements, the business of the Company has been conducted in the ordinary course consistent with past practice and there has not been:

(a) To Seller’s Knowledge, any event, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b) any declaration or payment of any dividend or other distribution with respect to any Company Securities, or (except as provided in Section 6.2(i)) any redemption or other acquisition by the Company of any Company Securities;

(c) any amendment or modification of the Organizational Documents of the Company or of the terms of any Company Securities;

(d) any incurrence of any Indebtedness by the Company, other than pursuant to existing credit facilities of Company, including, without limitation, all obligations of the Company under credit cards issued by Fifth Third Bank;

(e) any repayment of any portion of any Indebtedness of the Company, other than daily fluctuations in the Company’s revolving line of credit with Fifth Third Bank;

(f) any creation or other incurrence of any Lien on any material Asset of the Company other than Permitted Liens;

(g) any loan, advance or capital contribution to or investment in any Person by the Company;

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(h) any material damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business or the Assets;

(i) any ( i ) change in any method of accounting or accounting principles or practices by the Company except for any such change required by reason of a concurrent change in GAAP or ( ii ) revaluation of any material Assets;

(j) any ( i ) grant or payment of any severance or termination pay to (or amendment to any such existing arrangement with) any current or former director, officer, employee or independent contractor of the Company, ( ii ) increase in benefits payable under any existing severance or termination pay policies or employment agreements, ( iii ) establishment, adoption or amendment of any employment, severance, termination, retention or change of control, deferred compensation or other similar agreement entered into with any director, officer or employee of the Company, ( iv ) establishment, adoption or amendment of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer or employee of the Company, ( v ) amendment, modification or termination of any existing Company Benefit Plan in any manner that would increase the liability of the Company, ( vi ) grant of new equity awards to any director, officer, employee or independent contractor of the Company, ( vii ) acceleration of the vesting or payment of, or funding or in any other way securing the payment, compensation or benefits under, any Company Benefit Plan or ( viii ) other increases in salaries, bonuses or other compensation or benefits payable to any director, officer, employee or independent contractor of the Company;

(k) any capital expenditures or commitments for capital expenditures, in an amount in excess of $2,000,000 in the aggregate, by the Company;

(l) any material Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any material amended Tax Returns or claims for material Tax refunds filed, any material closing agreement entered into, any material proposed Tax adjustments or assessments, any material Tax claim, audit or assessment settled, or any right to claim a material Tax refund, offset or other reduction in Tax liability surrendered, in each case, by the Company;

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(m) any material payments made to, discounting in favor of or any other consideration extended to customers or suppliers by the Company, other than in the ordinary course of business consistent with past practice;

(n) any failure to pay or satisfy when due any material liability of the Company;

(o) any sale, transfer, lease, exclusive license or other disposition of any Asset, except for Inventory sold in the ordinary course of business consistent with past practice;

(p) any acquisition of capital stock or assets of any other Person;

(q) any amendment, cancellation, compromise or waiver of any material claim or right of the Company; or

(r) any agreement or commitment by the Company to do any of the foregoing or any action or omission by the Company that would reasonably be expected to result in any of the foregoing.

Section 2.9 Material Contracts .

(a) Except as disclosed in Section 2.9 of the Sellers’ Disclosure Letter, the Company is not a party to or bound by:

(i) any agreement relating to Indebtedness (whether incurred, assumed, guaranteed or secured by any asset);

(ii) any letters of credit;

(iii) any joint venture, partnership, limited liability company or other similar agreements or arrangements (including any agreement providing for joint research, development or marketing);

(iv) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business, capital stock or assets of any other Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise);

(v) any Leases;

(vi) any agreement that ( A ) limits the freedom of the Company to compete in any line of business or with any Person or in any area or that would so limit the freedom of Buyer or its Affiliates or the Company after the Closing or ( B ) contains

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exclusivity obligations or restrictions binding on the Company or that would be binding on Buyer or any of its Affiliates after the Closing;

(vii) any agreement or series of related agreements for the purchase of materials, supplies, goods, services, equipment or other assets (including sales, distribution, agency and similar agreements) that provides for aggregate payments by the Company over the remaining term of such agreement or related agreements of $500,000 or more or under which the Company made payments of $1,000,000 or more during the twelve-month period ending on the Balance Sheet Date;

(viii) any sales, distribution, agency or other similar agreement providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments to the Company over the remaining term of the agreement of $500,000 or more or under which payments of $1,000,000 or more were made to the Company during the twelve-month period ending on the Balance Sheet Date; or

(ix) any agreement under which ( A ) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company or ( B ) the Company has directly or indirectly guaranteed any liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business).

(b) Each agreement, commitment, arrangement or plan disclosed in the Sellers’ Disclosure Letter or required to be disclosed therein pursuant to this Section 2.9 or Section 2.10, 2.11, 2.15, 2.16 or 2.20 (each, a “ Material Contract ”) is a valid and binding agreement of the Company, except as such enforcement may be limited by: (A) any applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer and conveyance laws and other similar laws of general application relating to or affecting the rights and remedies of creditors; or (B) general principles of equity, whether considered in a proceeding at law or equity, and is in full force and effect, and neither the Company nor, to the Knowledge of the Sellers, any other party thereto is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of, or has provided or received any notice of any intention to terminate, any such Material Contract, and, to the Knowledge of the Sellers, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder. Complete copies of each such Material Contract (including all modifications and amendments thereto and waivers thereunder) have been delivered to Buyer.

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Section 2.10 Properties .

(a) Title to Assets . The Company has good and valid title to, or otherwise have the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the assets (real and personal, tangible and intangible), that are used or held for use in connection with the Business or are reflected on the Reference Balance Sheet or were acquired after the date of the Reference Balance Sheet (collectively, the “ Assets ”) except for Inventory sold in the ordinary course of business consistent with past practice, in each case free and clear of any Lien other than Permitted Liens. Any Permitted Liens on the Assets, individually or in the aggregate, do not materially interfere with the current use of any such Asset by the Company or materially detract from the value of any such Asset.

(b) Sufficiency of Assets . The Assets constitute all of the assets required for the conduct of the Business. To the Knowledge of the Sellers, (i) the plants, buildings, structures and material equipment included in the Assets are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use and ( ii ) there are no facts or conditions affecting any material Assets that would reasonably be expected, individually or in the aggregate, to interfere with the use, occupancy or operation of such Assets.

(c) Owned Real Property . The Company owns no real property.

(d) Leased Real Property . Section 2.10(d) of the Sellers’ Disclosure Letter lists all real property leased by the Company (the “ Leased Real Property ”, and the lease pursuant to which such real property is leased, together with any amendments and modifications thereto, the “ Lease s”). The Company has good and valid leasehold interests in the Leases, free and clear of any Liens other than Permitted Liens and easements, covenants and other encumbrances and restrictions of record that do not materially impair the current use of the Facility. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property.

(e) Facility . To the Knowledge of the Sellers, the Facility ( i ) is in good operating condition and repair, subject to normal wear and tear, ( ii ) is supplied with adequate utilities and other services necessary for the current use of the Facility, and ( iii ) except as set forth on Section 2.10(e) of the Sellers’ Disclosure Letter, is structurally sound and free of material defects that would interfere with the current use of the Facility, with no material unperformed alterations or repairs by the lessor or lessee required by the applicable Lease or any applicable Law or Permit.

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Section 2.11 Intellectual Property .

(a) Owned Intellectual Property . Section 2.11(a) of the Sellers’ Disclosure Letter lists all Intellectual Property owned by the Company (the “ Owned Intellectual Property ”) that is registered or subject to an application for registration. The Company is the exclusive owner of the Owned Intellectual Property set forth in Section 2.11(a) of the Sellers’ Disclosure Letter and, to the Knowledge of the Sellers, of the Trade Secrets owned by the Company. All Persons (including current and former employees and independent contractors) who create or contribute to material Owned Intellectual Property have validly and irrevocably assigned to the Company in writing all of their rights therein that did not initially vest with the Company by operation of law.

(b) Licenses and Other Agreements . Section 2.11(b) of the Sellers’ Disclosure Letter lists all agreements to which the Company is a party or is otherwise bound that relate to Intellectual Property, including ( i ) licenses of Intellectual Property to the Company by any other Person (other than any “shrink wrap licenses”), ( ii ) licenses of Intellectual Property to any other Person by the Company, ( iii ) agreements otherwise granting or restricting the right to use Intellectual Property and ( iv ) agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business, in each case to the extent material to the Business.

(c ) No Infringement . The conduct of the Business does not infringe or otherwise conflict with the rights of any Person in respect of any Intellectual Property. To the Knowledge of the Sellers, none of the Owned Intellectual Property is being infringed or otherwise used or being made available for use by any Person without a license or permission from the Company, except as set forth in Section 2.11(c) of the Sellers’ Disclosure Letter.

Section 2.12 Litigation . Except as set forth in Section 2.12 of the Sellers’ Disclosure Letter, ( a ) there is no Litigation pending or, to the Knowledge of the Sellers, threatened against or affecting the Company or any of the Assets and ( b ) there are no settlement agreements or similar written agreements with any Governmental Authority and no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or adversely affecting the Company or any of the Assets.

Section 2.13 Compliance with Laws; Licenses and Permits .

(a) The Company is, and since January 1, 2004 have been, in compliance in all material respects with applicable laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees (“ Laws ”) and, to the Knowledge of the Sellers, is not under investigation with respect to any material violation of any applicable Laws.

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(b) The Company has all licenses, franchises, permits, certificates, approvals or other similar authorizations issued by Governmental Authorities and affecting, or relating to, the Assets or required for the operation of the Business (the “ Permits ”), except for such Permits the failure of which to hold would not be, individually or in the aggregate, materially adverse to the Company, or materially impair the ability of the Sellers to consummate the transactions contemplated hereby or the ability of the Company to continue to operate the Business following the Closing. Except as set forth in Section 2.13(b) of the Sellers’ Disclosure Letter, ( i ) the Permits are valid and in full force and effect, ( ii ) the Company is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, the Permits and ( iii ) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby.

Section 2.14 Environmental, Health and Safety Matters . Except as set forth in Section 2.14 of the Sellers’ Disclosure Letter:

(a) The Company has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all applicable Environmental Permits.

(b) Since January 1, 2004, no notice of violation or alleged violation, notification of liability or potential liability or request for information has been received by the Company relating to or arising out of any Environmental Law. No order has been issued and is currently in effect, and since January 1, 2004, no penalty or fine has been assessed, involving the Company relating to or arising out of any Environmental Law.

(c )No Release of Hazardous Substances by the Company or any of its predecessors in interest has occurred since February 1, 1990 at, on, above, under or from any properties currently or formerly owned, leased, operated or used by the Company or any predecessors in interest, that has resulted or would reasonably be expected to result in any Remedial Action.

(d) Neither the Company nor any predecessors in interest, nor to the Knowledge of Sellers, any other Person caused or taken any action since February 1, 1990 that would reasonably be expected to result in any material liability or obligation relating to ( i ) the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any predecessors in interest or ( ii ) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of, or exposure to, Hazardous Substances.

(e) The Sellers have provided to Buyer all environmental site assessments, audits, investigations and studies in the possession, custody or control of the Sellers or the Company, relating to properties or assets currently or formerly owned, leased, operated or used by the Company.

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Section 2.15 Employees, Labor Matters, etc .

(a) The Company is not a party to or otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent, or to the Knowledge of Sellers, attempting to represent any employees employed by the Company. Since January 1, 2006 there has not occurred or, to the Knowledge of the Sellers, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company. The Company is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, worker classification, employee leave issues and unemployment insurance and related matters. Except as disclosed in Section 2.15 of the Sellers’ Disclosure Letter and except for instances that would not be, individually or in the aggregate, material, the Company has not received notice of ( i ) any unfair labor practice charge or complaint against the Company pending before the National Labor Relations Board or any other Governmental Authority, ( ii ) any charge or complaint against the Company pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices or ( iii ) any complaint or lawsuit against the Company concerning employees or former employees of the Company alleging employment discrimination or violations of occupational safety and health requirements pending before a court of competent jurisdiction.

(b) Prior to the Closing Date, the Company will not have incurred any liability under the Worker Adjustment and Retraining Notification Act or any similar state or local Law that remains unsatisfied as of the Closing Date.

Section 2.16 Employee Benefit Plans and Related Matters; ERISA .

(a) Disclosure . Section 2.16(a) of the Sellers’ Disclosure Letter lists all Company Benefit Plans (including a written description of any oral Company Benefit Plans). With respect to each such Company Benefit Plan, the Sellers have provided or made available to Buyer complete and correct copies of ( i ) all related plan documents, trust agreements, insurance contracts or other funding arrangements, ( ii ) the two most recent actuarial and trust reports for both ERISA funding and financial statement purposes, ( iii ) the two most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor, and all schedules thereto, ( iv ) the most recent IRS determination letter with respect to each Company Benefit Plan, ( v ) all current summary

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plan descriptions, ( vi ) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority (including a written description of any oral communication) and ( vii ) all current employee handbooks and manuals. The Company has not communicated to any current or former employee any intention or commitment to amend or modify any Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement.

(b) Qualification . Each Company Benefit Plan intended to be qualified under section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS indicating it is so qualified and, to the Knowledge of the Sellers, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any plan. Each Company Benefit Plan has been operated in all material respects in accordance with applicable Law.

(c) Liability; Compliance .

(i) Each Company Benefit Plan that is subject to the minimum funding standards of the Code or ERISA satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained. In addition, no such Company Benefit Plan incurred an “accumulated funding deficiency” within the meaning of the predecessors to sections 412 or 302 of the Code and ERISA, respectively, whether or not waived.

(ii) Neither the Company nor any of its ERISA Affiliates have incurred (either directly or indirectly, including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans, and no event, transaction or condition has occurred or exists that could result in any such liability to the Company, any of its ERISA Affiliates or, following the Closing Date, Buyer or any of its Affiliates. All contributions and premiums required to have been paid by the Company or any of its ERISA Affiliates to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law.

(iii) Other than routine claims for benefits, there are no pending or, to the Knowledge of the Sellers, threatened or anticipated claims ( A ) by or on behalf of any Company Benefit Plan or any employee or beneficiary covered under any Company Benefit Plan, or otherwise involving any Company Benefit Plan or its assets, or ( B ) by or on behalf of any current or

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former employee of the Company relating to his or her employment, termination of employment, compensation or employee benefits. None of the Company Benefit Plans is presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor or any other Governmental Authority, domestic or foreign.

(iv) The Company has no liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company except as required to avoid the excise tax under section 4980B of the Code.

(v) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not (alone or in combination with any other event) ( A ) except as set forth on Section 2.16(c)(v) in the Sellers’ Disclosure Letter, entitle any current or former employee, consultant, officer or director of the Company to severance pay or any other payment, ( B ) except as set forth on Section 2.16(c)(v) in the Sellers’ Disclosure Letter, result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any such employee, consultant, officer or director, ( C ) result in any forgiveness of indebtedness, trigger any funding obligation under any Company Benefit Plan or impose any restrictions or limitations on the Company’s rights to administer, amend or terminate any Company Benefit Plan or ( D ) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in section 280G(b)(1) of the Code). No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company as a result of the imposition of the excise taxes required by section 4999 of the Code or any taxes required by section 409A of the Code.

Section 2.17 Tax Matters . Except as set forth in Section 2.17 of the Sellers’ Disclosure Letter:

(a) Filing and Payment . To the Knowledge of Sellers, all Tax Returns required to be filed by, on behalf of or with respect to the Company have been duly and timely filed and are complete and correct in all material respects. Section 2.17(a) of the Sellers’ Disclosure Letter lists all of the states, territories and jurisdictions in which such income, franchise, sales or use Tax Returns with respect to the Company were filed for the past three years, and complete copies of all such Tax Returns have been made available to Buyer. All Taxes (whether or not reflected on such Tax Returns) required to be paid with respect to, or that could give rise to a Lien

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on the Assets of, the Company have been duly and timely paid. All Taxes owed by the Company for any taxable period (or a portion thereof) ending on or prior to the Closing Date which are not yet due and payable have been or will be on or prior to the Closing Date proper