Share Sale and Purchase Agreement

DEFINITIONS

1

SALE AND PURCHASE OF SHARES

9

PURCHASE PRICE

9

CLOSING

10

CLOSING ACCOUNTS

12

COVENANTS

14

REPRESENTATIONS AND WARRANTIES OF SELLER

15

LEGAL CONSEQUENCES OF MISREPRESENTATION AND BREACH; SPECIFIC INDEMNITIES

33

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

40

ESCROW

41

INFORMATION

42

MISCELLANEOUS

42

ARBITRATION AND GOVERNING LAW

44

Accounting Principles

Data Room Index

Signing Disclosure Letter

Key Employees

Target Net Debt

Target Working Capital

Form of Stock Power

Intra-group arrangements

Form of Letter regarding Non-U.S. Real Property Interest Status

Non-competition, Non-solicitation, and Confidentiality Agreement

Waiver and Release Agreement

Exceptions to Material Adverse Effect

Board Members and Officers resigning at closing and their resignations and waivers

Liabilities/arrangements owed by the Company to Seller/Family to be settled by Purchaser at Closing

Company’s debts and other liabilities guaranteed by Seller/Family to be assumed by Purchaser at Closing

Circumstances excepted from knowledge qualifier

Capital Structure and Ownership

Dividends declared by the Company since Account Date

Employee Plans

Bonuses and benefits to which employees are entitled because of this Transaction

Liabilities resulting from Closing Net Debt, letters of credit, surety or performance bonds, interest rate, commodity or currency hedging arrangements

Compliance with Legal Requirements

Registered Intellectual Property Rights of the Business

Pending insurance claims

Legal Proceedings

Third Party Relationships-Customers

Products Liability Claims

Certain Payments

Related parties’ ownership interest in a

Person that has any contracts with the Company

Finders’ Fees

Specific Indemnities

1.

AM Holding AB, corporate registration no. 556758-1458, address c/o Liljedahl, Pellvägen 4, 975 93 Luleå, Sweden (hereinafter referred to as the “ Seller ”);

2.

Hill-Rom Company, Inc. an Indiana corporation, having its principal office at 1069 State Route 46 East, Batesville, Indiana 47006, USA (hereinafter referred to as the “ Purchaser ”).

(A)

The Seller is the owner of all shares of Liko North America Corporation, a Massachusetts corporation, having its principal office at 122 Grove Street, Franklin, Massachusetts 02038, USA (hereinafter referred to as the “ Company ”);

(B)

The Founders are the holders of all the shares of, and control the board of directors of, the Seller; and:

(C)

The Purchaser wishes to acquire all shares in the Company from the Seller and the Seller wishes to sell the said shares to the Purchaser on the terms and conditions set forth herein.

1.

DEFINITIONS

In this Agreement, including the Schedules, the following definitions shall apply, unless the context otherwise requires.

1.1

“ Accounting Arbitrator ” shall mean a United States office of KPMG.

1.2

“ Accounting Principles ” shall mean applicable laws, regulations and United States Generally Accepted Accounting Principles (“ U.S. GAAP ”), as applied by the Company pursuant to the principles and policies specified in Schedule 1.2 attached hereto; provided that, for the avoidance of doubt, if a principle or policy is not specified in Schedule 1.2 or if a principle or policy specified in Schedule 1.2 is not consistent with U.S. GAAP, then U.S. GAAP shall apply in connection with the preparation of the Closing Accounts and the determination of Closing Net Debt and Closing Working Capital, provided that for the calculation of Closing Working Capital current assets shall be adjusted for profits derived from sales of products and services by Liko Vårdlyft AB and its subsidiaries to the Company to the extent still included in the Inventory of the Company at Closing and current liabilities shall be adjusted for any liabilities or accruals of the Company relating to the sling bar recall matter described in Schedule 7.21.4 hereto. If a principle or policy specified in Schedule 1.2 is not consistent with U.S. GAAP, then the Target Net Debt and Target Working Capital shall be adjusted so as to be consistent with U.S. GAAP, and thus be prepared on the same basis as Closing Net Debt and Closing Working Capital.

1.3

“ Accounts Date ” shall mean 30 April 2008.

1.4

“ Adjustment Date ” shall mean the earlier of (i) the day of an agreement (including deemed agreement pursuant to Section 5.3 hereof) between the Parties on the Closing Accounts and the Purchase Price Adjustment, or (ii) the Business Day following the day on which a dispute concerning the Closing Accounts and the Purchase Price Adjustment has been finally resolved.

1.5

“ Affiliate ” of any Person shall mean, as of any time, (i) any other Person directly or indirectly controlled by or under the common control with that first-mentioned Person and (ii) any other Person(s) directly or indirectly controlling or jointly controlling such first-mentioned Person (whereby “control” means the possession, directly or indirectly, of the power to direct or influence the direction of the management or policies of a Person, whether through ownership or otherwise, and the term “controlling” shall have a meaning correlative to the foregoing, and the Founders and all other members of their respective Families shall be deemed to constitute one “Person” for all purposes hereof), provided that, after the Closing, neither the Company nor Liko Vårdlyft or its subsidiaries will be deemed Affiliates of the Seller or the Founders.

1.6

“ Agreement ” shall mean this Share Sale and Purchase Agreement and its Schedules by and between the Seller and the Purchaser, as it may be amended from time to time.

1.7

“ Annual Accounts ” shall mean the reviewed financial statements and the related notes contained therein for the fiscal years ended April 30, 2005, 2006 and 2007 for Liko, Inc. and for the period from May 15, 2007 through April 30, 2008 for the Company, including the income statements and the statements of cash flow for the periods 1 May — 30 April 2005, 2006, and 2007 and the balance sheets as of 30 April 2005, 2006 and 2007 for Liko, Inc. and for the period 15 May — 30 April 2008 and as of 30 April 2008 for the Company as set forth in the Data Room Material.

1.8

" Bank ” shall have the meaning set forth in Section 10.1.

1.9

“ Business ” shall mean all business, activities and operations conducted by the Company in the past, currently and as currently contemplated, including, without limitation, the business of designing, manufacturing, marketing, assembling, distributing and selling patient lifting and mobility solutions, such as lifts, walkers, lifting and walking solutions across the entire healthcare continuum.

1.10

“ Business Day ” shall mean any day on which commercial banks in Sweden and in the States of Indiana and New York are open for business.

1.11

“ Carve-Out Representations ” shall mean the representations and warranties included in Sections 7.3.2-7.3.5, 7.4.1 and 7.18.2 (a).

1.12

“ Closing ” shall mean the closing of the sale and transfer of the Shares pursuant to this Agreement.

1.13

“ Closing Accounts ” shall mean the unaudited balance sheet of the Company prepared by the Purchaser as per the day immediately preceding the Closing Date in accordance with the Accounting Principles.

1.14

“ Closing Date ” shall mean (i) October 1, 2008, or (ii) such other date as the Parties may agree.

1.14(a)

“ Closing Disclosure Letter ” shall have the meaning set forth in Section 4.2(i).

1.15

“ Closing Net Debt ” shall mean the Company’s (excluding obligations to Liko Vårdlyft AB and its subsidiaries) sum of outstanding principal amount of, accrued and unpaid interest on and other payment obligations (but not including any pre-payment fees, penalties, interest indemnities and similar “breakage costs” payable in connection with an early re-payment or termination of a liability or obligation) under or relating to, without duplication, (A) any obligation or liability of the Company (whether incurred or guaranteed, but not including any guaranteed obligations or liabilities of Liko Vårdlyft AB or any of its subsidiaries) consisting of, relating to or in respect of (i) indebtedness for borrowed money, (ii) indebtedness evidenced by any note, bond, debenture or other debt security, (iii) deferred purchase price for property or similar property financing arrangements, (iv) factoring or similar receivable financing arrangements, but not including any such arrangement that is on a non-recourse basis, (v) lease or other obligation that is required to be classified as a capital lease obligation under U.S. GAAP, and (vi) deferred tax liabilities, and (vii) unpaid fees and expenses, incurred in connection with or otherwise relating the negotiations, preparation, execution and implementation of any documents necessary to give effect to the matters which are intended to take place under the terms of this Agreement, including but not limited to legal, accounting and financial advisory fees and expenses, and (B) any obligation or liability of the Company owed to the Seller and its Affiliates (however excluding Liko Vårdlyft AB and its subsidiaries), including Gunnar and Barbro Liljedahl and their respective Family members, less the Company’s sum of (i) cash and bank balances, (ii) short term investments in publicly traded securities, (iii) deferred tax assets, and (iv) receivables from the Seller and its Affiliates (however excluding Liko Vårdlyft AB and its subsidiaries), including Gunnar and Barbro Liljedahl and their respective Family members, all such items as at the day immediately preceding the Closing Date and as reflected in the Closing Accounts, calculated in accordance with the Accounting Principles.

1.16

“ Closing Working Capital ” shall mean the Company’s current assets adjusted for profits derived from sales of products and services by Liko Vårdlyft AB and its subsidiaries to the Company to the extent still included in the Inventory of the Company at Closing, less the Company’s current liabilities adjusted for any liabilities or accruals relating to the sling bar recall matter described in Schedule 7.21.4 , excluding all items included in the definition of Closing Net Debt classified as current assets or liabilities.

1.17

“ Company ” shall have the meaning as defined in the Whereas Clause (A).

1.18

“ Data Room Material ” shall mean (x) the written information given by the Seller to the Purchaser (including its Affiliates, directors, employees, advisers or other representatives) prior to September 26, 2008 as specified in the data room index on

Schedule 1.18 , and reproduced on two CD-Roms prepared by the Seller of which the Parties have taken one copy each, and (y) the information included or referred to in, or attached to, the disclosure letter attached as Schedule 1.18(a) .

1.19

“ Deposits ” shall mean the General Deposits and the Swedish Special Deposit.

1.20

“ Due Diligence Information ” shall mean the information provided to the Purchaser in this Agreement and its Schedules, in the Data Room Material, and in any other documents or information delivered or made available (including through the management presentations, site visits and interviews) to the Purchaser (including its Affiliates, directors, employees, advisers or other representatives) from and after the 7 July 2008 and through the date hereof in connection with the transactions contemplated by this Agreement; provided that any such document or information made available on or after September 26, 2008 shall only constitute “Due Diligence Information” if it has been included or referred to in, or attached to, the disclosure letter attached as Schedule 1.18(a) .

1.21

“ Encumbrance ” shall mean any option, pledge, lien, mortgage, encumbrance, conditional sale or retention of title agreement or other security interest, and any right of first refusal, pre-emption right, voting restriction or other adverse claim or restriction of any kind including, but not limited to, any restriction on the right to use or dispose of an asset, and any other written contract or agreement signed by the Company and not terminated having substantially the same effect or restriction on the voting, transfer, receipt of income or other exercise of any attributes of ownership, whether voluntarily incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future.

1.22

“ Environment ” shall mean all and any land, buildings, machines and other installations, water (including groundwater and sediments), air, and any living organisms or systems.

1.23

“ Environmental Health and Safety Laws ” shall mean all applicable laws, regulations, principles of common law, Orders, Permits, directives, and the like of any jurisdiction or competent governmental authority, court, tribunal or arbitrator, concerning or relating to pollution or the protection of the Environment, natural resources, human health and safety, product safety, and work environment and conditions in the workplace, and the transportation, storage, treatment or disposal of a Hazardous Substance.

1.24

“ Escrow Account ” shall mean the General Escrow Account and the Swedish Special Escrow Account.

1.25

“ Family ” of a Founder shall mean such person’s children, stepchildren, parents, stepparents, spouse, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than domestic employees or tenants) who shares such person’s home.

1.26

“ Founder Undertaking ” shall have the meaning set forth in Section 8.4.

1.27

“ Founders ” shall mean Mr. Gunnar Liljedahl and Mrs. Barbro Liljedahl.

1.28

“ General Deposits ” shall mean the North American General Deposit and the Swedish General Deposit.

1.29

“ General Escrow Account ” shall have the meaning set forth in Section 10.1.

1.30

“ Hazardous Substances ” shall mean any pollutant, contaminant, petroleum or petroleum product, dangerous or toxic substance, hazardous or extremely hazardous substance or chemical, or otherwise hazardous material or waste regulated under Environmental Health and Safety Laws.

1.31

“ Improvements ” means all buildings, structures, fixtures and improvements located on Land, including those under construction.

1.32

“ Information Technology ” shall mean all software, hardware, data storage devices, communication systems, and business processes, services and documentation relating thereto.

1.33

“ Intellectual Property Rights ” shall mean all rights to and interest in any registered or unregistered trade marks, service marks, trade names, brand names, logos, domain names, patents, inventions and design rights and applications thereof, as well as copyrights and all other similar proprietary rights (including know-how, trade secrets, discoveries, improvements, processes and formulae, proprietary technical information, technologies, confidential information, drawings, specifications, plans, files, programs, notebooks, records, trade dress, research, marketing and other data, technical property and software licenses) that are subject to protection in any jurisdiction and Intellectual Property Rights shall include, all registrations of such rights and applications and rights to apply for such registrations, and “ Intellectual Property Rights of the Business ” shall mean all such rights and interest owned or used in the operation of the Business by the Company or in connection with the manufacture, sale or distribution of the products and devices or processes of the Company.

1.34

“ Inventory ” shall have the meaning as defined in Section 7.11.1.

1.35

“ Key Employees ” shall mean each of the persons denoted as such in Schedule 1.35 .

1.36

“ Land ” means all parcels, tracts of land and subdivided lots.

1.37

“ Lease ” shall have the meaning as defined in Section 7.9.1.

1.38

“ Legal Requirements ” means any applicable federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute, treaty, Permit or Order, including, without limitation, Environmental Health and Safety Laws and the Swedish Act on Medical Devices ( Sw. Lag (1993:584) om medicintekniska produkter ) and the European Union Directive on Medical Devices (93/42/EEC), and all rules and regulations issued thereunder or pursuant thereto by the Swedish Medical Products Agency ( Sw. Läkemedelsverket ) or any U.S. or foreign medical device regulatory authority.

1.38(a)

“ Liabilities ” shall have the meaning as defined in Section 7.12.1.

1.39

“ Liko, Inc. ” shall mean Gunbar, Inc., a Delaware corporation, formerly known as “Liko, Inc.”.

1.40

“ Liko Swedish Purchaser ” shall mean Hill-Rom AB, the “Purchaser” under the Liko Swedish Transaction Agreement.

1.41

“ Liko Swedish Seller ” shall mean Family Holding i Alvik AB, the “Seller” under the Liko Swedish Transaction Agreement.

1.42

“ Liko Swedish Transaction ” shall mean the transaction through which Hill-Rom AB, on the Closing Date, purchases all the shares in Liko Vårdlyft AB from Family Holding i Alvik AB, and “ Liko Swedish Transaction Agreement ” shall mean the Sale and Purchase Agreement executed and delivered by the parties thereto on the date hereof pursuant to which such shares are so sold and purchased.

1.43

“ Loss ” shall have the meaning as defined in Section 8.1.1.

1.44

“ Material Agreement ” shall have the meaning as defined in Section 7.20.1.

1.45

“ Material Adverse Effect ” means a material adverse effect on the business, assets, liabilities, financial position, prospects, results or operations or cash flows of the Company, and for purposes of the use of this definition in Sections 4.2 and 4.3, the term “Company” shall mean the Company and Liko Vårdlyft AB and its subsidiaries, taken as a whole.

1.46

“ Minute Book ” shall mean the charter and other corporate documents of the Company, including but not limited to minutes from the shareholders’ meetings and board meetings.

1.47

“ North American General Deposit ” shall mean an amount equal to SEK 14,678,000 to be deposited by the Purchaser into the Escrow Account pursuant to Section 10.1.

1.48

“ Order ” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any governmental authority, court, tribunal or arbitrator.

1.49

“ Organizational Documents ” shall have the meaning as defined in Section 7.4.2.

1.50

“ Parent ” shall have the meaning set forth in Section 11.1.

1.51

“ Parties/Party ” shall mean the Seller and/or the Purchaser, as the case may be.

1.52

“ Permitted Encumbrances ” means (i) Encumbrances disclosed in the 2007/2008 Annual Accounts, (ii) statutory liens for current Taxes or assessments not yet delinquent and for which adequate reserves have been made on the balance sheet included in the 2007/2008 Annual Accounts, and (iii) mechanics’, carriers’, workers’, repairmens’ and other similar liens arising or incurred in the ordinary course of business with respect to charges not yet due and payable.

1.53

“ Permits ” shall mean all licenses, permits, authorizations, consents, waivers, franchise rights or orders of any governmental authority (including relating to the Environment or arising under any Environmental Health and Safety Laws) and all registrations,

certifications, product approvals, marking and clearances pursuant to or under the Swedish Act on Medical Devices ( Sw. Lag (1993:584) om medicintekniska produkter ) and all U.S. or other national and supra-national medical devise laws, including, but not limited to the European Union Directive on Medical Devices (93/42/EEC) and all rules and regulations issued thereunder or pursuant thereto by the Swedish Medical Products Agency ( Sw. Läkemedelsverket ) or any foreign medical device regulatory authority.

1.54

“ Person ” shall mean any individual, corporation, partnership, limited liability company, association, trust, organization, joint venture, joint-stock company, unincorporated organization or other entity, any governmental authority, court, tribunal or arbitrator, and any natural person.

1.55

“ Plans ” shall have the meaning set forth in Section 7.8.2.

1.56

“ Preliminary Purchase Price ” shall mean the preliminary purchase price of SEK 73,389,000 to be paid by the Purchaser to the Seller on the Closing Date.

1.57

“ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) by or before, or otherwise involving, any governmental authority, court, tribunal or arbitrator.

1.58

“ Purchase Price ” shall mean the Preliminary Purchase Price after Purchase Price Adjustment.

1.59

“ Purchase Price Adjustment ” means the adjustment to the Preliminary Purchase Price to be made pursuant to the first paragraph of Section 5.5.

1.60

“ Purchaser ” shall have the meaning set forth in the second introductory paragraph.

1.61

“ Real Property ” means Land and Improvements.

1.62

“ Release ” means any discharge, emission, spilling, leaking, pumping, pouring, injecting, dumping, burying, leaching, migrating, abandoning or disposing into or through the Environment of any Hazardous Substances.

1.63

“ Schedules ” shall mean all the attachments to this Agreement designated as such and incorporated into this Agreement by reference.

1.64

“ SEC ” shall have the meaning set forth in Section 11.1.

1.65

“ SEK ” shall mean the currency Swedish kronor.

1.66

“ Seller’s Knowledge ” as to any statement shall mean the knowledge that the Founders’ or either of them had, or would have had after due inquiry in order to establish that the statement is true and not misleading in any respect, at the Closing Date as to matters that are relevant for the representations and warranties contained in Section 7.

1.67

“ Shares ” shall mean all 100 shares of common stock of the Company, par value of $.001, represented by stock certificate No. 3 representing one hundred percent (100%) of the share capital and voting rights of the Company.

1.68

“ Special Indemnity III ” shall have the meaning set forth in Section 8.1.2.

1.69

“ Specific Matter III ” shall mean the matter specifically identified in Schedule 8.1.2 as “Specific Matter III”.

1.70

“ Specific Matter IV ” shall mean the matter specifically identified in Schedule 7.1.2 as “Specific Matter IV”.

1.71

“ Specific RAQA Matters ” shall mean the matters specifically identified in Schedule 7.1.2 as the “Specific RAQA Matters”.

1.72

“ Specific Tax Matters ” shall mean the matters specifically identified in Schedule 7.1.2 as the “Specific Tax Matters”.

1.73

“ Submissions ” shall have the meaning as defined in Section 7.14.1.

1.74

“ Swedish General Deposit ” shall have the meaning set forth in the Liko Swedish Transaction Agreement.

1.75

“ Swedish Special Deposit ” shall have the meaning set forth in the Liko Swedish Transaction Agreement.

1.76

“ Swedish Special Escrow Account ” shall mean the “Special Escrow Account” under the Liko Swedish Transaction Agreement.

1.77

“ Target Net Debt ” shall mean USD 4,015,000. A calculation of the Target Net Debt is attached hereto as Schedule 1.77 .

1.78

“ Target Working Capital ” shall mean USD 1,590,000. A calculation of the Target Working Capital is attached hereto as Schedule 1.78 .

1.79

“ Taxes ” shall mean (i) all taxes, duties, charges and levies or other assessments, including, without limitation, income taxes, corporation tax, capital gains tax, transfer tax, real property tax, social security fees, duties, sales tax, use tax, value added (ad valorem) tax, withholding tax and any other taxes which may be payable to or imposed by any tax authority together with any interest, penalties or additions to such taxes, (ii) any obligations under any agreements or arrangements with respect to taxes described in clause (i) above, and (iii) any transferee liability in respect of taxes described in clauses (i) and (ii) above or payable by reason of assumption, transferee liability, operation of law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise.

1.80

“ Tax Return ” means any return or report, declaration, claim for refund, tax certificate report, information return, or statement relating to Taxes, including any related schedules, attachments, or other supporting information, with respect to Taxes, and including any amendment thereto.

1.81

“ USD ” shall mean the United States Dollar.

1.82

“ U.S. GAAP ” shall have the meaning as defined in the definition of “Accounting Principles”.

1.83

“ Working Capital ” shall mean the Company’s current assets adjusted for profits derived from sales of products and services by Liko Vårdlyft AB and its subsidiaries to the Company to the extent still included in the Inventory of the Company at Closing, less the Company’s current liabilities adjusted for any liabilities or accruals relating to the sling bar recall matter described on Schedule 7.21.4 , excluding all items included in the definition of Closing Net Debt classified as current assets or liabilities.

2.

SALE AND PURCHASE OF SHARES

2.1

Subject to the terms and conditions set forth in this Agreement, at Closing the Seller shall sell the Shares free and clear from any Encumbrances and the Purchaser shall purchase and accept the transfer of full ownership of the Shares without any Encumbrances.

2.2

Title of ownership to the Shares shall transfer to the Purchaser on the Closing Date.

3.

PURCHASE PRICE

3.1

The Preliminary Purchase Price for the Shares is SEK 73,389,000 based on the Target Net Debt and Target Working Capital.

3.2

On the Closing Date, the Purchaser shall pay the Preliminary Purchase Price less the amount of the North American General Deposit (without any set-off, deduction or counterclaim on such date) by wire transfer of immediately available funds to the Seller’s bank account previously disclosed to the Purchaser. The Purchaser shall furthermore pay the North American General Deposit to the Escrow Account. The Seller hereunder acknowledges that the payment to the Seller pursuant to the first sentence hereof, payment of any amounts payable in accordance with Section 5, and the payment of the North American General Deposit to the Escrow Account pursuant to the terms hereof shall constitute satisfaction in full of the Purchaser’s obligations to pay the Purchase Price hereunder.

4.

CLOSING

4.1

Subject to satisfaction or waiver by the Purchaser of the conditions to closing set forth in Section 4.2, the Closing shall take place on the Closing Date at the offices of Advokatfirman Cederquist, in Hovslagargatan 3, Stockholm, Sweden. At the Closing, each Party shall do or procure to be done all acts necessary in order to consummate the transactions contemplated by this Agreement, including, but not limited to the following:

(ii)

the Seller shall deliver to the Purchaser the share certificate evidencing the Shares, along with a fully executed stock power in the form attached hereto as Schedule 4.1(ii) duly endorsed in favor of the Purchaser;

(iii)

any intra-group arrangements identified in Schedule 4.1(iii) between, on the one hand, the Company, and on the other hand, the Founders and their respective members of Family, shall be settled in full;

(iv)

the Purchaser shall procure the fulfillment of Sub-sections 6.2(i) and (ii);

(v)

the Seller shall deliver letters of resignation from each of the board members and officers as set forth in Section 6.1;

(vi)

both the Seller and the Purchaser shall ensure that, subject to the terms and conditions of the Liko Swedish Transaction Agreement, the Liko Swedish Transaction is completed simultaneously with the Closing;

(vii)

the Seller shall deliver to the Purchaser certified copies of resolutions duly adopted by the boards of directors of each of the Seller and the Company authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby;

(viii)

the Seller shall deliver to the Purchaser a copy of the Certificate of Amendment to the Certificate of Organization of Liko, Inc. certified by the Secretary of State of the State of Delaware changing the name of Liko, Inc. such that it no longer includes “Liko”; and

(ix)

the Seller shall deliver to the Purchaser a statement executed by the Company pursuant to U.S. Treas. Reg. § 1.897-2 confirming that equity interests in the Company do not constitute U.S. real property interests as of the Closing Date in the form attached hereto as Schedule 4.1(ix) and the Seller shall send notice to the Internal Revenue Service of such statement; and

(x)

the Seller shall execute and deliver the Non-competition, Non-solicitation and Confidentiality Agreement in the form of Schedule 4.1(x) attached hereto; and

(xi)

the Seller shall execute and deliver a Waiver and Release Agreement in the form of Schedule 4.1(xi) attached hereto.

All of the above actions shall be deemed to occur simultaneously and the Closing shall not be deemed to have occurred until and unless all such actions have been finalized

4.2

The obligations of the Purchaser to complete the transactions contemplated by this Agreement shall be subject to the following conditions:

Founders to result in (i) any of the Seller’s representations and warranties set forth in Section 7 hereof not being true and correct on and as at Closing Date or (ii) a Material Adverse Effect;

(ii)

the Carve-Out Representations of the Seller shall be true and correct, and the other representations and warranties of the Seller set out in Section 7 shall be true and correct with only such exceptions as could not reasonably be expected to result in a Material Adverse Effect (disregarding for purposes hereof all qualifications in any such representations and warranties with reference to materiality or Material Adverse Effect), on and as of the Closing Date after giving effect to the disclosures made in the Closing Disclosure Letter;

(iii)

no event, development or set of circumstances shall have occurred between the date hereof and the Closing Date which, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect, except any such effect resulting from or arising from (i) the announcement of the transactions contemplated hereby or the consummation of the transactions contemplated hereby being pending, (ii) changes in economic, regulatory or political conditions generally, (iii) changes in applicable Legal Requirements (other than Permits and Orders), (iv) any action or omission by the Purchaser or any of its Affiliates or (v) any consequences of the matter set forth on Schedule 4.2(iii) ; and

(iv)

the Purchaser shall have received a certificate executed by the Seller and the Founders dated the Closing Date confirming the satisfaction of the conditions to closing set out in clauses (ii) and (iii) hereof.

5.2

The Purchaser shall, after the Closing Date, ensure that the Seller and the Seller’s accountants have full access to the financial books and records of the Company, for the purposes of review of the draft Closing Accounts, provided, however, that such review shall be conducted in such manner as not to interfere unreasonably with the conduct and operation of the Business.

5.3

Within sixty (60) Business Days after the delivery to the Seller of the draft Closing Accounts, the Seller may submit to the Purchaser a written statement either accepting the draft Closing Accounts or setting forth in detail those items and amounts in the draft Closing Accounts on which the Seller disagrees with the Purchaser, including a separate certificate setting out the Seller’s calculation of, and a statement on the proposed Closing Net Debt and Closing Working Capital. If the Seller fails to deliver such written statement within such sixty (60) Business Day period, then the draft Closing Accounts (and the resulting Purchase Price Adjustment) shall be deemed agreed and final.

5.4

Any dispute as to the Closing Accounts shall be resolved in the following manner:

Accounts, Closing Net Debt and Closing Working Capital. The Parties will bear the fees and expenses of the Accounting Arbitrator in reverse relation to each Party’s success in the dispute based on a comparison of the Parties’ respective statements with the final decision of the Accounting Arbitrator.

(i)

if the Closing Net Debt is less than the Target Net Debt, the Purchaser shall pay to the Seller (in SEK) the difference as an increase of the Preliminary Purchase Price and if the Closing Net Debt is greater than the Target Net Debt, the Seller shall repay to the Purchaser (in USD) the difference as a reduction of the Preliminary Purchase Price; and

(ii)

if the Closing Working Capital is less than the Target Working Capital, the Seller shall repay to the Purchaser (in USD) the difference as a reduction of the Preliminary Purchase Price and if the Closing Working Capital is greater than the Target Working Capital, the Purchaser shall pay to the Seller (in SEK) the difference as an increase of the Preliminary Purchase Price.

6.

COVENANTS

6.2

Purchaser’s Covenants

(i)

at the Closing, simultaneously with the activities set forth in Section 4, procure payment of the Company’s debts due or outstanding towards the Seller, the Founders and their respective Family members, and their respective Affiliates, in the amounts as set forth in Schedule 6.2(i) , but only to the extent such amounts

are included in the calculation of Target Net Debt, by wire transfer of immediately available funds to the accounts designated in Schedule 6.2(i) ; and

6.3

The Parties’ Covenants

6.3.1

Subject to the terms and conditions of this Agreement, the Parties shall take, or cause to be taken, all additional actions and to do or cause to be done, all things necessary or desirable to consummate the transactions contemplated by this Agreement.

6.3.2

The Seller and the Purchaser shall promptly notify each other of the receipt of any notice or other oral or written communication from any person alleging that the consent of, notice to, filing with or any other action in respect of such Person is or may be required in connection with the transactions contemplated by this Agreement, and any notice or other communication from any governmental or regulatory agency or authority in connection with transactions contemplated by this Agreement.

7.1.1

Subject to Section 7.1.2 and to the qualifications set out in Section 8.2 below, the Seller represents and warrants to the Purchaser that the following statements are true and correct on the Closing Date. For the avoidance of doubt, any disclosure made in any Schedule in this Section 7 has been made in good faith with the intention of being complete and accurate, but is made for the convenience of the Parties only, and the Parties thus realize that such disclosures listings might not be exhaustive and that the representations and warranties (including those qualified by Sellers knowledge and the Carve-Out Representations) shall be qualified as follows:

7.1.2

Notwithstanding Section 7.1.1, none of the representations or warranties in Section 7 with respect to the matters identified on Schedule 7.1.2 will be qualified or limited in any way by (i) any knowledge qualifier, materiality qualifier, qualification by reference to any Schedule or Due Diligence Information or other qualifier contained in any such representation or warranty or (ii) any other qualifications or limitations included in Sections 8.2.1 or 7.1.1, provided that the other qualifications or limitations contained in Section 8 still apply; provided further that the Purchaser will have no claim for misrepresentation or breach of representation or warranty for the costs and expenses associated with post Closing voluntary efforts to improve operations or compliance levels.

7.2.1

The Seller has been duly formed as a Swedish limited liability company and validly exists pursuant to its articles of association. The Seller has disclosed to Purchaser complete, true and accurate copies of the Seller’s articles of association. The Seller has full power and authority to enter into this Agreement and all other agreements, documents and instruments to be executed and delivered by the Seller in connection with the transactions contemplated by this Agreement, and to sell and transfer the Shares and to perform its other obligations under this Agreement and under such other agreements, documents and instruments to which the Seller is a Party. This Agreement and each of the other documents, agreements and instruments to be executed and delivered by the Seller in connection with the transactions contemplated by this Agreement will constitute a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

7.2.2

The consummation of the transactions contemplated by this Agreement will not conflict with or violate, result in the breach of or constitute a default under any term or provision

7.2.3

The Founders hold the majority of the shares in the Seller and have full power and authority to cause the Seller to enter into this Agreement and all other agreements, documents and instruments referred to herein to which the Seller is a Party, and to cause the Seller to sell and transfer the Shares and to perform its other obligations under this Agreement and under such other agreements, documents and instruments to which the Seller is a Party.

7.4

Incorporation and Statutory Matters

7.4.1

The Company has been duly incorporated under the laws of the State of Massachusetts and validly exists pursuant to its articles of organization and by-laws, and pursuant to the laws existing in each relevant jurisdiction.

7.4.2

The Seller has disclosed to Purchaser, complete, true and accurate copies of the (i) articles of organization, and by-laws, and internal principles of any applicable corporate governance and/or (ii) any amendment to any of the foregoing ((i)-(ii) collectively being

referred to as the “ Organizational Documents ”), each as amended to date, of the Company.