EX-10.1: STOCK PURCHASE AGREEMENT

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

among

A.L. INDUSTRIER A.S.,

AS WANGS FABRIK,

ALPHARMA INC.,

ALPHARMA (BERMUDA) INC.

and

ALPHARMA EURO HOLDINGS INC.

TABLE OF CONTENTS

STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 13, 2006, is entered into by and among A.L. Industrier A.S., a public limited liability company organized under the laws of Norway (“A.L. Industrier”), AS Wangs Fabrik, a private limited liability company formed under the laws of Norway and a wholly owned subsidiary of A.L. Industrier (“Wangs Fabrik,” and together with A.L. Industrier, the “Seller Parties”), and Alpharma (Bermuda) Inc., a Delaware corporation (“ABI”), Alpharma Euro Holdings Inc., a Delaware corporation (“AEHI,” and together with ABI, the “Purchasers”), and Alpharma Inc., a Delaware corporation (“Parent,” and together with the Purchasers, the “Buyer Parties”). The Buyer Parties and the Seller Parties are each referred to herein as a “Party,” and collectively, the “Parties.”

RECITALS

     WHEREAS, Wangs Fabrik is the owner of all of the issued and outstanding shares of the Class B Common Stock, par value $0.20 per share (the “Shares”), of Parent; and

     WHEREAS, Wangs Fabrik desires to sell to the Purchasers, and the Purchasers desire to purchase from Wangs Fabrik, all of the Shares upon the terms and subject to the conditions set forth in this Agreement; and

     WHEREAS, as a condition to and as an inducement to the Buyer Parties’ entering into this Agreement and incurring the obligations set forth herein, concurrently with the execution and delivery of this Agreement, shareholders of A.L. Industrier representing approximately 46% of the outstanding voting shares of A.L. Industrier have entered into a voting agreement with Parent dated the date hereof and in the form attached hereto as Exhibit A ; and

     WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the respective meanings set forth on Exhibit B hereto.

     NOW, THEREFORE, in consideration of the premises and mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
PURCHASE AND SALE

     1.1 Sale of Shares . Upon the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Wangs Fabrik hereby agrees to sell, transfer, assign and deliver at the Closing to the Purchasers 11,872,897 Shares (appropriately adjusted to reflect the effect of any stock splits, stock dividends or similar events affecting the Shares), free and clear of any Liens (other than Liens arising from acts of the Buyer Parties or any Person that was an Affiliate of the Buyer Parties prior to the Closing).

     1.2 Purchase of Shares . Upon the terms and subject to the conditions of this Agreement, the Purchasers hereby agree to purchase the Shares at the Closing for a per share

purchase price of US $25.50 (appropriately adjusted to reflect the effect of any stock splits, stock dividends or similar events affecting the Shares, the “Per Share Price”) for an aggregate purchase price of US $302,758,873.50 (the “Purchase Price”), as follows:

          (a) ABI shall purchase 2,968,224 shares for an aggregate price of US $75,689,712, and

          (b) AEHI shall purchase 8,904,673 shares for an aggregate price of US $227,069,161.50.

     1.3 The Closing .

          (a) Subject to the terms and conditions of this Agreement, the closing of the purchase by the Purchasers of the Shares (the “Closing”) shall take place (i) at the offices of Heller Ehrman LLP, Times Square Tower, 7 Times Square, New York, New York 10036, at 10:00 a.m., local time, no later than on the Business Day following the day on which the conditions set forth in Article VI shall have been fulfilled or waived in accordance herewith (other than conditions that may only be satisfied at the Closing) or (ii) at such other place, time or date as the Parties agree in writing. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.”

          (b) At the Closing:

               (i) Wangs Fabrik shall deliver to the Purchasers the stock certificate(s) representing the Shares being sold by Wangs Fabrik, duly endorsed in blank or with separate medallion guaranteed notarized stock transfer powers attached thereto (or such other guarantee as is acceptable to Parent’s transfer agent) and signed in blank, together with all other instruments of transfer necessary or appropriate to effect the transfer of the Shares to the Purchasers;

               (ii) the Buyer Parties shall deliver or cause to be delivered to Wangs Fabrik payment by wire transfer of immediately available funds to an account or accounts at a bank identified by Wangs Fabrik by written notice to Parent at least one Business Day prior to the Closing Date an amount equal to the Purchase Price; and

               (iii) the Parties shall deliver or cause to be delivered the certificates and other documents required to be delivered pursuant to Article VI hereof.

ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER PARTIES

     The Seller Parties, jointly and severally, represent, warrant and covenant to the Buyer Parties as follows:

     2.1 Organization — Seller Parties . A.L. Industrier is a public limited liability company duly organized and validly existing under the laws of Norway. Wangs Fabrik is a private limited liability company duly formed and validly existing under the laws of Norway. Each Seller Party (a) has all requisite power and authority to own, lease and operate its properties and to carry on

its business as now being conducted, and (b) is duly qualified or licensed, individually or in the aggregate, to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification or license necessary, except in the case of clause (b) where the failure to be so duly qualified or licensed has not had and could not reasonably be expected to result in a material adverse effect on the ability of either Seller Party to perform its obligations under, and consummate the transactions contemplated by, this Agreement (a “Seller Material Adverse Effect”). A.L. Industrier’s organizational number is 910 254 685. Wangs Fabrik’s organizational number is 918 229 620.

     2.2 Power; Authorization and Validity of Agreement . Each Seller Party has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller Parties of this Agreement and, subject to each Seller Party obtaining the Requisite Shareholder Approval, the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Seller Parties. This Agreement has been duly executed and delivered by each Seller Party and, assuming the due execution and delivery hereof by the Buyer Parties, is a valid and binding obligation of each Seller Party, enforceable against such Seller Party in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

     2.3 Shares . The Seller Parties are the record and beneficial owners of the Shares. Wangs Fabrik has good and valid title to the Shares. The Shares are free and clear of any Liens. Assuming the Buyer Parties have the requisite corporate power and corporate authority to own the Shares, upon delivery to the Purchasers at the Closing of certificates representing the Shares, duly endorsed by Wangs Fabrik for transfer to the Purchasers, and upon Wang Fabrik’s receipt of the Purchase Price in accordance with this Agreement and recordation of the transfer of the Shares on Parent’s share register, good and valid title to the Shares will pass to the Purchasers, free and clear of any Liens, other than Liens arising from acts of the Buyer Parties or any Person that was an Affiliate of the Buyer Parties prior to the Closing.

     2.4 No Conflicts; Notices .

          (a) The execution and delivery of this Agreement do not, and, subject to the satisfaction of the conditions set forth in Sections 6.1 and 6.2 hereof, the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the Company Certificate (firmaattest) or Articles of Association (vedtekter) (the “Charter Documents”) of either Seller Party, (ii) violate or conflict with any Law applicable to either Seller Party or any of their properties, or (iii) result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, repurchase, prepayment or repayment or increased payments under, or result in the loss or modification of any rights or benefits under, or result in the creation of any Lien on any of the properties or assets of either Seller Party pursuant to, or require any consent, approval, license, permit, order or authorization (“Contract Consent”) of any party to, any Contract to which either Seller Party is a party or by which any of their respective properties or assets is bound, other than, in the case of (ii) and (iii) above, any such items that,

individually or in the aggregate, have not had and are not reasonably likely to have a Seller Material Adverse Effect.

          (b) No material consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality or antitrust authority, domestic or foreign, or any stock exchange, quotation system or similar entity or organization (“Governmental Entity”), is required by or with respect to either Seller Party in connection with the execution and delivery of this Agreement by the Seller Parties or the consummation by the Seller Parties of the transactions contemplated hereby, except for (i) compliance with and filings under Sections 13(a), 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and applicable U.S. federal and state securities Laws and the securities Laws of any foreign country or under the rules and regulations of any stock exchange or quotation service, and (ii) mandatory and OTC-regulations in Norway.

          (c) Neither of the Seller Parties is or will be required to give any notice to any party to any Contract to which such Seller Party is a party or by which any of its properties or assets is bound in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such notices the failure of which to be made, individually or in the aggregate, is not reasonably likely to cause a Seller Material Adverse Effect.

     2.5 Brokers’ and Finders’ Fees . Neither Seller Party nor any of their respective Affiliates has incurred or will incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any of the transactions contemplated hereby, other than the fees and expenses of certain of its advisors, with respect to which the Seller Parties shall be solely liable.

     2.6 Disclaimer of Warranties . Except for the representations and warranties specifically set forth in this Article II and in Section 10.13, neither Seller Party makes any representation or warranty, express or implied, concerning the Shares.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

     The Buyer Parties, jointly and severally, represent, warrant and covenant to the Seller Parties as follows:

     3.1 Organization . Each of the Buyer Parties (a) is a corporation duly organized, validly existing and in good standing under the laws of Delaware, (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and (c) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification or license necessary, except in the case of clause (c) where the failure to be so duly qualified or licensed and in good standing, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect on the ability of

the Buyer Parties to perform their obligations under, and consummate the transactions contemplated by, this Agreement (a “Purchaser Material Adverse Effect”).

     3.2 Corporate Power, Authorization and Validity of Agreement . The Buyer Parties have all requisite corporate power and authority to enter into this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Buyer Parties of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Buyer Parties. This Agreement has been duly executed and delivered by the Buyer Parties and, assuming the due execution and delivery hereof by the Seller Parties, is a valid and binding obligation of the Buyer Parties, enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). The Board of Directors of Parent (the “Board of Directors”) has determined, based upon the recommendation of the special committee of the Board of Directors, that the purchase of the Shares by Parent or its designees pursuant to this Agreement is advisable, fair to and in the best interests of Parent and Parent’s public shareholders.

     3.3 No Conflicts; Notices . The execution and delivery of this Agreement do not, and, subject to the satisfaction of the conditions set forth in Sections 6.1 and 6.3 hereof, the consummation of the transactions contemplated hereby will not, (a) violate or conflict with any provision of the Certificates of Incorporation or Bylaws of the Buyer Parties, (b) violate or conflict with any Law applicable to the Buyer Parties or the properties or assets of the Buyer Parties, or (c) result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Lien on any of the properties or assets of the Buyer Parties pursuant to, or require any Contract Consent of any party to, any Contract to which the Buyer Parties are a party or by which the properties or assets of the Buyer Parties are bound, except, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, have not had and are not reasonably likely to have a Purchaser Material Adverse Effect. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Buyer Parties in connection with the execution and delivery of this Agreement by the Buyer Parties or the consummation by the Buyer Parties of the transactions contemplated hereby, except for compliance with and filings under applicable U.S. federal and state securities Laws and the securities Laws of any foreign country or under the rules and regulations of any stock exchange or quotation service.

     3.4 Brokers’ and Finders’ Fees . None of the Buyer Parties nor any of their Affiliates have incurred or will incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any of the transactions contemplated hereby, other than the fees and expenses of certain of their advisors, with respect to which the Buyer Parties shall be solely liable.

     3.5 Opinion of Financial Advisor . The special committee of the Board of Directors has received an opinion of Lazard Freres & Co. LLC to the effect that, as of the date hereof, the

Per Share Price (not including any post-closing purchase price adjustment) is fair from a financial point of view to Parent.

     3.6 Disclaimer of Warranties . Except for the representations and warranties specifically set forth in this Article III, the Buyer Parties make no representation or warranty, express or implied.

ARTICLE IV
CONDUCT PENDING THE CLOSING

     4.1 No Solicitation; Acquisition Proposals .

          (a) The Seller Parties have ceased all, and will not engage in any, discussions and/or negotiations (or otherwise enter into any agreement) with any Persons directly or indirectly relating to the sale or other disposition of all or a portion of the Shares, or the voting thereof (an “Alternate Transaction”). The Seller Parties will not directly or indirectly through any officer, director, employer, representative, agent, financial advisor or otherwise solicit, initiate or encourage inquiries or proposals or offers from or provide information to any Person regarding, or that could reasonably be expected to result in, a proposal for an Alternate Transaction.

          (b) For the avoidance of doubt, the sale of the Shares to the Purchasers pursuant to this Agreement shall not constitute an Alternative Transaction.

     4.2 Notice of Breach . Each Party shall promptly give written notice to the other Parties upon becoming aware of the occurrence or, to its knowledge, impending or threatened occurrence, of any event that is reasonably likely to cause or constitute a breach of any of such Party’s representations, warranties or covenants under this Agreement, as applicable.

ARTICLE V
ADDITIONAL COVENANTS

     5.1 Shareholder Approvals .

          (a) A.L. Industrier shall, as promptly as practicable, and in no event more than two business days after the date of this Agreement, issue a notice to shareholders of A.L. Industrier in the form attached hereto as Exhibit C to convene a meeting of its shareholders (the “Initial Shareholder Meeting”) which shall be held no more than fourteen days after the date of such notice. A.L. Industrier will use its commercially reasonable efforts to obtain the Requisite Shareholder Approval required for the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and consummation of the transactions contemplated by this Agreement at the Initial Shareholder Meeting; provided, however, if such Requisite Shareholder Approval is not obtained at the Initial Shareholder Meeting, A.L. Industrier shall use its commercially reasonable efforts to reconvene one or more meetings of its shareholders in order to obtain the Requisite Shareholder Approval. The Board of Directors of A.L. Industrier will recommend to the shareholders of A.L. Industrier the approval of the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and approval of any other matters needed for the consummation of

the transactions contemplated by this Agreement and will include such recommendation in the notice to shareholders of A.L. Industrier for such shareholder meeting.

          (b) A.L. Industrier and Wangs Fabrik shall as promptly as practicable after the Requisite Shareholder Approval is obtained from the shareholders of A.L. Industrier pursuant to subsection (a) above, issue a notice to shareholders of Wangs Fabrik in the form attached hereto as Exhibit D to convene a meeting of the shareholders of Wangs Fabrik which shall be held no more than fourteen days after the date of such notice in order to obtain the Requisite Shareholder Approval required for the amendment of the Bylaws of Wangs Fabrik, adoption of this Agreement and consummation of the transactions contemplated by this Agreement. A.L. Industrier, as sole shareholder of Wangs Fabrik, hereby irrevocably and unconditionally agrees to vote as shareholder to approve the amendment of the Bylaws of Wangs Fabrik, adoption of this Agreement and any other matters needed for the consummation of the transactions contemplated by this Agreement; provided that the shareholders meeting in A.L. Industrier has approved the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and any other matters needed for the consummation of the transactions contemplated by this Agreement.

          (c) A.L. Industrier agrees to cause Wangs Fabrik to comply with its obligations under this Agreement. Each of A.L. Industrier and Wangs Fabrik hereby agrees to (i) act in good faith in order to effectuate and seek to consummate the transactions contemplated by this Agreement, and (ii) use its commercially reasonable efforts to cause its respective officers, directors and representatives to fully cooperate with the Seller Parties in order to effectuate and seek to consummate the transactions contemplated by this Agreement.

          (d) Without limiting the generality of the foregoing, A.L. Industrier’s and Wangs Fabrik’s obligations pursuant to this Section 5.1 will not be affected by the commencement, public proposal, public disclosure or communication to such party or its respective representatives of any Alternative Transaction.

     5.2 Confidentiality .

          (a) Unless otherwise agreed to in writing by the Party disclosing (or whose Representatives disclosed) Confidential Information (a “Disclosing Party”), each Party receiving such disclosure (a “Receiving Party”), from and after the date of this Agreement, shall, and shall cause its Controlled Affiliates, directors, officers, employees and agents (such Persons with respect to any Party are collectively referred to as such Party’s “Representatives”) to, (i) keep all Confidential Information of the Disclosing Party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the Receiving Party who need to know such Confidential Information and who agree to be bound by this Section 5.2 and (ii) not use Confidential Information of the Disclosing Party in any manner detrimental to the Disclosing Party.

          (b) For purposes of this Section 5.2, “Confidential Information” of a Party means all confidential or proprietary information about such Party that is furnished by it or its Representatives to the other party or the other party’s Representatives, regardless of the manner in which it is furnished, unless (i) the Disclosing Party indicates otherwise in writing, (ii) the information was or becomes generally available to the public other than as a result of a

disclosure in violation of this paragraph by the Receiving Party or its Representatives, (iii) the information was independently developed by the Receiving Party or its Representatives without the use of any confidential information provided by the Disclosing Party, (iv) the information was or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other than the Disclosing Party, or (v) the information was within the possession of the Receiving Party or any of its Representatives prior to being furnished by or on behalf of the Disclosing Party, provided, that, with respect to clauses (iv) and (v) above, the source of such information was not, to the knowledge of the Receiving Party, bound by a confidentiality agreement or other legal obligation of confidentiality in respect thereof. Notwithstanding the foregoing, if the Receiving Party is required (other than as a result of action taken by it or its Representatives primarily for the purpose of causing such disclosure requirements to arise) in any judicial or administrative proceeding or by any regulatory or judicial authority or pursuant to any applicable Law (including the rules and regulations of the Commission or of any securities exchange or association on which such Receiving Party’s securities are traded) to disclose any Confidential Information, then any disclosure of such information to the extent so required shall not be prohibited by this paragraph; provided, that such disclosure shall not affect a Receiving Party’s liability for a breach of its obligations in accordance with the terms of the following two sentences. In such event, the Receiving Party shall give the Disclosing Party prompt written notice of any disclosure of Confidential Information pursuant to the immediately preceding sentence, including the circumstances requiring such disclosure, which notice shall be (to the extent permitted by any applicable judicial or administrative order or applicable Law requiring such disclosure) delivered sufficiently prior to such disclosure to permit the Disclosing Party to seek an appropriate protective order or other relief. The Receiving Party agrees to reasonably cooperate (and to cause each of its Representatives to cooperate) with the Disclosing Party, at the Disclosing Party’s expense, in connection with obtaining such protective order or other relief. Additionally, in the event that disclosure of Confidential Information is required, whether or not protective relief has been sought, the Receiving Party shall disclose only the minimum amount of Confidential Information required to comply with the applicable legal requirements compelling such disclosure.

     5.3 Publicity . The Buyer Parties and the Seller Parties will reasonably cooperate with each other in connection with the issuance of mutually acceptable press releases to be issued on or promptly after the date of this Agreement announcing the transactions contemplated hereby. Each of the Parties agrees not to, and to cause each of their respective Subsidiaries not to, issue, or cause or permit to be issued, any press release or other public statement regarding this Agreement or the transactions contemplated hereby without consulting with the other Parties prior to making such release or statement, except, if, in the judgment of the disclosing Party, such release or statement may be required by Law (including the rules and regulations of the Commission) or by any securities exchange or association on which such Party’s securities are traded (including pursuant to any listing agreement), in which case the Party required to make the release or announcement shall allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, (a) the Buyer Parties acknowledge and understand that the Seller Parties will be required (i) to seek the Requisite Shareholder Approval and such solicitations will be publicly disclosed, (ii) to amend A.L. Industrier’s Schedule 13D, as amended, on file with the Commission (y) to disclose the signing of this Agreement (with a copy of this Agreement attached as an exhibit thereto) and (z)

the closing of the transactions contemplated hereby, and (iii) to file a Form 4 with the Commission on behalf of A.L. Industrier to disclose the closing of the transactions contemplated by this Agreement, and (b) the Seller Parties acknowledge and understand that Parent will be required to file a current report on Form 8-K to disclose (i) the signing of this Agreement (with a copy of this Agreement attached as an exhibit thereto) and (ii) the closing of the transactions contemplated hereby.

     5.4 Cooperation . Subject to the terms and conditions of this Agreement and applicable Law, each of the Buyer Parties and each of the Seller Parties shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such Party’s obligation to consummate the transactions contemplated by this Agreement to be satisfied.

ARTICLE VI
CONDITIONS PRECEDENT

     6.1 Conditions to Obligations of Each Party . The respective obligations of each of the Parties hereto to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (to the extent such condition may be validly waived by such Party), in writing, by agreement of the Seller Parties and the Buyer Parties:

          (a) No Order . No Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”) which is then in effect and has the effect of prohibiting the consummation of the transactions contemplated by this Agreement.

          (b) No Litigation . There shall not be any suit, action or proceeding pending by any Governmental Entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement.

          (c) Shareholder Consent . Each Seller Party shall have received the Requisite Shareholder Approval.

     6.2 Additional Conditions to Obligations of the Seller Parties . The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Seller Parties:

          (a) Performance of Agreements; Accuracy of Representations and Warranties . The Buyer Parties and Parent shall have performed and complied with all of their covenants in this Agreement required to be performed and complied with by them on or prior to the Closing. The representations and warranties of the Buyer Parties set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty

that is qualified by its terms by a reference to a Purchaser Material Adverse Effect or other concept of materiality) when made and on and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).

          (b)  Officer’s Certificate . Each Seller Party shall have received a certificate, dated as of the Closing Date, executed on behalf of each of Parent and the Purchasers by an appropriate officer of each certifying that the conditions specified in Section 6.2(a) have been fulfilled.

     6.3 Additional Conditions to the Obligations of the Buyer Parties . The obligations of the Buyer Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Buyer Parties:

          (a) Performance of Agreements; Accuracy of Representations and Warranties . The Seller Parties shall have performed and complied with all of the covenants in this Agreement required to be performed and complied with by them on or prior to the Closing. The representations and warranties of the Seller Parties set forth in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to a Seller Material Adverse Effect or other concept of materiality) when made and on and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).

          (b)  Officers’ Certificate . The Buyer Parties shall have received a certificate, dated as of the Closing Date, executed on behalf of each Seller Party by appropriate officers thereof certifying that the conditions specified in Section 6.3(a) have been fulfilled.

ARTICLE VII
POST-CLOSING PURCHASE PRICE ADJUSTMENT

     7.1 Post-Closing Purchase Price Adjustment .

          (a) In the event that, during the 12 month period following the date hereof, (i) Parent announces its intention to enter into a transaction which effects a Change in Control (as defined below), (ii) the Board of Directors makes a recommendation that Parent should enter into a transaction which effects a Change in Control, (iii) Parent enters into a definitive agreement to effect a Change in Control, or (iv) a solicitation is made by a third party to purchase substantially all of the outstanding shares of the Class A Common Stock, par value $0.20 per share, of Parent (the “Class A Common Stock”), then upon consummation of any transaction referred to in subsection (i), (ii), (iii) or (iv), Parent shall pay to Wangs Fabrik or its successor a purchase price increase in the amount of seventy-five percent (75%) of the increase (the “Adjustment Amount”) in value between (i) the price per outstanding share of Class A Common Stock paid in the Change in Control (taking into account any stock dividends, issuances, splits, reverse splits, combinations, recapitalizations, exchanges or distributions of the Class A Common Stock

occurring after the Closing Date and prior to the Change in Control) or the cash proceeds or the value of the securities received by the stockholders of Parent, and (ii) the Per Share Price.

          (b) The Buyer Parties shall not be obligated to pay Wangs Fabrik any purchase price increase in respect of any Change in Control, if any of the events described in subsections (i), (ii) or (iii) of Section 7.1(a) occur more than 12 months after the date hereof.

          (c) Parent shall send notice to the Seller Parties of the effective date of any Change in Control and any payment required to be made to Wangs Fabrik pursuant to subsection (a) above no later than the effective date of such event. In addition, Parent shall make the required payment simultaneously with the effective date of such Change in Control, in immediately available funds by wire transfer to Wangs Fabrik’s bank account as directed in writing by Wangs Fabrik at such time. Parent shall provide the Seller Parties with any documentation relating to the determination of the amount of the post-closing purchase price adjustment reasonably requested by the Seller Parties.

          (d) As used herein, “Change in Control” shall mean, in respect of Parent, the following events, whether effected directly or indirectly through one or a series of transactions: (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act ) of (A) legal or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of all or substantially all of the Class A Common Stock, or (B) ownership of all or substantially all of the assets of Parent and its Subsidiaries, but only if Parent subsequently distributes pro rata the cash proceeds from such sale to the stockholders of Parent; provided, however, Parent will be obligated to pay Wangs Fabrik or its successor the post-closing purchase price adjustment payable pursuant to Section 7.1(c) for such asset sale if one of the events described in subsections (i), (ii), (iii) or (iv) of Section 7.1(a) regarding such asset sale occur within the time period set forth in Section 7.1(a) and the subsequent pro rata distribution of the cash proceeds from such sale to the stockholders of Parent occurs within six months of the one year anniversary of the Closing Date; or (ii) a merger, consolidation or other reorganization of Parent with an unaffiliated entity in which the shareholders of Parent prior to such merger, consolidation or reorganization receive cash or securities of another Person and as a result own less than 50% of the combined entity.

          (e) In the event that in a Change in Control of Parent the stockholders of Parent receive securities of an unaffiliated entity as consideration in the Change in Control transaction, then the post-closing purchase price adjustment payable pursuant to Section 7.1(c) shall be paid to Wangs Fabrik and shall consist of the same securities of the unaffiliated entity with a value on the effective date equal to the Adjustment Amount.

ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER; RELEASE

     8.1 Termination . This Agreement may be terminated:

          (a) at any time prior to the Closing, by mutual written agreement of the Seller Parties and the Buyer Parties;

          (b) at any time prior to the Closing by the Buyer Parties, (i) if the Seller Parties shall have breached in any material respect any of their covenants in Article V or if either Seller Party breached any of its representations, warranties or covenants in Article II, in each case, which breach would result in a failure of a condition set forth in Section 6.3(a) to be satisfied, and such breach continues for a period of 30 days after written notice of the breach is given to the Seller Parties by the Buyer Parties, or (ii) either of the Seller Parties shall have breached any of its respective obligations pursuant to Section 4.1;

          (c) at any time prior to the Closing by either Seller