AGREEMENT for the sale and purchase

1.

JOHN GREASLEY

2.

NORDSON CORPORATION

3.

DAGE HOLDINGS LIMITED

1.

Definitions and Interpretation

2.

Sale and purchase

3.

Consideration

4.

Completion

5.

Further assurance

6.

Waiver of Claims

7.

Assignment

8.

Shares pending registration

9.

General

10.

Notices

11.

Governing law and jurisdiction

(1)

JOHN GREASLEY of Kingsmead, Wicken Road, Leckhampstead, Buckingham MK18 5PA (the “Seller” );

(2)

NORDSON CORPORATION, a corporation organised under the laws of the State of Ohio, United States of America (the “Purchaser” ); and

(3)

DAGE HOLDINGS LIMITED , a company registered in England with company number 03385731 whose registered office is at Rabans Lane, Aylesbury, Buckinghamshire, HP19 8RG (the “Company” ).

NOW IT IS AGREED as follows:

1.

Definitions and Interpretation

1.1

In this Agreement:

1.2

The table of contents and headings and sub-headings are for convenience only and shall not affect the construction of this Agreement.

1.3

Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, references to any gender shall include all other genders and references to any person shall include bodies corporate (wherever incorporated), unincorporated associations, partnerships and statutory bodies as well as any legal or natural person.

1.4

The words “other” , “include” and “including” do not connote limitation in any way.

1.5

References to Recitals, clauses and sub-clauses are to (respectively) recitals to, and clauses and sub-clauses of, this Agreement.

1.6

References to any statute or statutory provision include, unless the context otherwise requires, a reference to the statute or statutory provision as modified, replaced or re-enacted and in force from time to time prior to Completion and any subordinate legislation made under the relevant statute or statutory provision (as so modified, replaced or re-enacted) in force prior to Completion;

1.7

References to a person includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any unincorporated association, joint venture or partnership (whether or not having a separate legal personality);

1.8

Any reference to “writing” or “written” includes any non-transitory form of visible reproduction of words.

1.9

The expressions “subsidiary” , “holding company” , “body corporate” , “parent undertaking” and “subsidiary undertaking” bear the same meanings in this Agreement as they respectively bear in the CA 85.

2.

Sale and purchase

2.1

Subject to the terms of this Agreement, the Seller shall sell to the Purchaser the Shares and the Purchaser shall purchase the Shares accordingly with limited title guarantee.

2.2

The Shares shall be sold with the benefit of all rights attaching to them as at the date of this Agreement, including all dividends and distributions declared, paid or made by the Company on or after the date of Completion.

2.3

The Seller covenants, in relation to the Shares, that he has, and will at Completion have, the right to transfer the legal and beneficial title to such Shares and that they are, and will at Completion be, free from all Encumbrances other than the interests of the Beneficial Holders referred to in clause 6.1.

2.4

The Seller waives all rights of pre-emption or similar rights over any of the shares in the capital of the Company conferred on him either by the articles of association of the Company or in any other way.

3.

Consideration

4.

Completion

4.1

Completion is conditional upon completion of the acquisition of the entire issued share capital of the Company (save for the Shares) by the Purchaser.

4.2

If the condition referred to in clause 4.1 above shall not have been satisfied prior to the date falling five months from the date of this Agreement, then this Agreement shall lapse and cease to have effect and no Party shall have by claim against the other Party, save that clauses 1, 10, 11 and 12 shall survive such termination.

4.3

A completion meeting shall take place at the offices of CMS Cameron McKenna LLP, London, immediately after fulfilment of the condition set out in clause 4.1 or at such other place and/or time as the Parties may agree in writing.

(a)

a transfer of the Shares duly executed by the Seller in favour of the Purchaser together with the relevant share certificates in the name of the Seller (or an indemnity in respect of such certificates in a form reasonably acceptable to the Purchaser); and

(b)

any power of attorney under which this Agreement was executed on behalf of the Seller; and

4.5

Notwithstanding Completion:

4.5.1

each provision of this Agreement (and any other document r