Real Estate Purchase Agreement

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2008, is by and among MSC Pre Finish Metals (MV) Inc., a Delaware corporation (“Seller”), Material Sciences Corporation, a Delaware corporation (“MSC”); K. MATKEM of Morrisville, LP, a Pennsylvania limited partnership (the “Buyer”); Theodorus A. Bus and James P. Bus (together, the “Buyer Principals”).

A. Seller owns and operates a coil coating facility located in Morrisville, Pennsylvania (the “Morrisville Facility”).

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all real property at the Morrisville Facility, on the terms and conditions set forth herein.

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1.1. Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase and assume from Seller, all of Seller’s right, title and interest in and to the real property on which the Morrisville Facility is located and all improvements and fixtures thereon (the “Purchased Assets”) as more particularly described on the legal description attached hereto and made a part hereof as Schedule 1.1, together with all of the Seller’s right, title and interest, if any, in and to the appurtenances pertaining thereto, including but not limited to Seller’s right, title and interest in and to the adjacent streets, alleys and right-of-ways, and any easement rights, air rights, subsurface development rights and water rights, but excluding the Excluded Assets.

Section 1.2. Excluded Assets. Notwithstanding anything to the contrary herein, Seller shall not convey, assign or transfer to Buyer pursuant to this Agreement any assets other than the Purchased Assets.

Section 1.3. Assumed Liabilities. Buyer shall assume, agree to pay, perform and discharge the items apportioned to it pursuant to Section 2.4 (the “Assumed Liabilities”).

Section 1.4. Excluded Liabilities. Except for the Assumed Liabilities and as provided in Section 8.5, in connection with this Agreement Buyer will not assume, agree to pay, perform or discharge, or in any way be responsible for, any debts (including interest and/or penalties thereon), liabilities or obligations of Seller of any kind or nature whatsoever (the “Excluded Liabilities”).

Section 1.5. Liens and Encumbrances. The sale of the Purchased Assets to be made by Seller to Buyer hereunder shall be subject to those title matters (the “Permitted Exceptions”) set forth in the title commitment, attached hereto and made a part hereof as Exhibit A (the “Existing Title Commitment”).

Section 2.1. Purchase Price. The aggregate consideration for the Purchased Assets shall be $4,600,000, as same may hereafter be adjusted pursuant to this Agreement (the “Purchase Price”). The Purchase Price shall be paid as set forth in this Article 2.

Section 2.2. Payment of Purchase Price. Upon signing this Agreement, Buyer shall deliver to Wells Fargo Bank, National Association (the “Escrow Agent”), by wire transfer of immediately available funds, an amount equal to $4,600,000 (the “Down Payment”), to be held pursuant to the terms of an escrow agreement (the “Escrow Agreement”) among Buyer, Seller and the Escrow Agent, dated as of the date hereof. Subject to Section 7.3 (Treatment of Down Payment) if this Agreement is terminated, at the Closing, the Escrow Agent shall pay the Down Payment, as adjusted pursuant to Section 2.3, to Seller.

Section 2.3. Purchase Price Adjustment. At the time of Closing, the following liabilities shall be apportioned between Seller and Buyer, and the Purchase Price shall be adjusted accordingly:

(a) real estate taxes assessed against the real property included in the Purchased Assets (the “Real Property”) based upon the amounts accruing through the Closing Date;

(b) water and sewer charges assessed against the Real Property based upon the amounts accruing through the Closing Date;

(d) if there are any confirmed or unconfirmed assessments for municipal improvements against the Real Property, Seller may elect to have such assessments payable over the longest period permitted by the assessing authority, and such assessments shall be prorated based upon the amounts accruing through the Closing Date.

Section 2.4. Adjustment Time. All apportionments and adjustments shall be made as of 12:01 a.m. on the Closing Date. If after Closing, the parties discover any errors in adjustments and apportionments, the same shall be corrected as soon after their discovery as possible. The provisions of this Section 2.4 shall survive the Closing, except that no adjustments shall be made later than six months after the Closing Date unless prior to such date the party seeking the adjustment shall have delivered a written notice to the other specifying the nature and basis for such claim.

Section 2.5. Risk of Loss. If, prior to the Closing, all or a material portion of the Real Property is damaged by fire or other casualty, Seller shall promptly give Buyer written notice of such damage.

(a) If such damage is not Major Damage (as hereinafter defined) then Buyer shall have the right at Closing to receive a credit against the Purchase Price in the amount of the deductible portion of Seller’s insurance (or such lesser amount as is equal to the estimated cost of repair) plus all insurance proceeds received by Seller as a result of such loss, and an assignment of Seller’s rights to such insurance proceeds. This Agreement shall continue in full force and effect with no further reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Real Property.

(b) If such damage occurs prior to Closing and the cost to repair such damage exceeds $3,000,000 or would materially interfere with the operation of the business (as conducted by Seller at the Morrisville Facility prior to the Closing) (“Major Damage”), then Seller may, at its election (i) repair such damage and restore the Real Property to a condition that would permit operation of the business (as conducted by Seller at the Morrisville Facility) in substantially the same manner as it operated prior to the damage, and the Closing shall be postponed until such repairs have been completed or (ii) terminate this Agreement in accordance with Section 7.1(e). Seller shall provide written notice to Buyer of its election pursuant to this Section 2.5(b) within 30 days of the date on which Seller becomes aware that Major Damage has occurred (the “Occurrence Date”). If Seller elects to repair such damage, but the Real Property has not been (or the Buyer and Seller agree that it cannot be) restored on or before the date that is six months after the Occurrence Date to a condition that would permit operation of the business (as conducted by Seller at the Morrisville Facility) in substantially the same manner as it operated prior to the damage, then Buyer may, at its election, terminate this Agreement in accordance with Section 7.1(f).

Section 3.1. Organization; Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Seller is duly qualified or otherwise authorized as a foreign entity to transact business in Pennsylvania and in each other jurisdiction in which the nature of its business or the location of the Purchased Assets requires it to so qualify.

Section 3.2. Authorization. Seller has all requisite corporate authority to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Seller is a party, the performance of its obligations hereunder and thereunder and the consummation by it of the Transactions have been duly authorized by all requisite action in accordance with applicable Law, and no other proceeding on the part of Seller is necessary. This Agreement and the Transaction Documents to which Seller is a party have been duly executed and delivered by Seller and constitute the legal, valid and binding obligation of Seller enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

Section 3.3. Consents and Approvals. Except as set forth in Schedule 3.3, no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any multi-national, national, state, provincial, local, governmental, judicial, public, quasi-public, administrative or self-regulatory authority, agency, commission, board, organization or instrumentality (collectively, “Governmental Authority”) or other Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by Seller of this Agreement and the Transaction Documents, or the consummation of the Transactions.

Section 3.4. No Violation. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party and the consummation by Seller of the Transactions do not and will not:

(a) conflict with or result in a violation of any provisions of the Certificate of Incorporation or By-Laws of Seller;

(b) except as set forth on Schedule 3.4, result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under any mortgage, note, bond, indenture, contract, agreement, license or other instrument or obligation of any kind or nature, in any case whether written or oral, by which the Purchased Assets will be adversely affected or which would have an adverse effect on Seller’s ability to perform its obligations under this Agreement;

(c) violate or conflict with any law, federal, state or local, order, permit, writ, injunction, judgment, rule, regulation, statute, ordinance, treaty, constitution, directive, principle, code, order, decree or other decision of any court, administrative agency, or Governmental Authority (collectively, “Laws”); or

Section 3.5. Brokers or Finders. Neither Seller nor any Affiliate of Seller has retained any broker or finder, or made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the Transactions.

(a) Except as set forth on Schedule 3.6, there are no judgments against Seller, and there is no litigation or actions, suits, proceedings, or investigations, either judicial or administrative, pending, or to Seller’s Knowledge, threatened in writing against or relating to or materially or adversely affecting the Purchased Assets or Seller’s ability to consummate the Transactions.

(b) Except as set forth on Schedule 3.6, during the five years prior to Closing, Seller has not received any written notice of any material violation of any Laws, ordinances, orders, rules, regulations, requirements, codes, covenants or restrictions, including without limitation as to use, zoning, occupancy, construction, administration, health or safety, affecting any portion of the Real Property which remains uncorrected.

Section 3.7. Taxes. All Taxes due and payable by Seller have been timely paid in full. Seller has timely filed all federal, state, county, local and foreign Tax Returns that it is required to have filed, and such returns are complete and correct in all material respects. There are no Liens on any of the Purchased Assets that arose in connection with any failure (or alleged failure) to pay any Tax, other than Permitted Liens.

(a) As of the date hereof, Seller has not granted or entered into any leases, tenancies, licenses or other rights of present or future occupancy or use, written or oral, for any portion of the Real Property.

(b) The legal description of the Real Property is set forth on Schedule 1.1. To Seller’s Knowledge, there is no pending or threatened condemnation or other governmental taking of the Real Property or any part thereof. To Seller’s Knowledge, there are no special, general or other assessments pending against Seller or affecting the Real Property that would be payable by Seller.

(c) No portion of the Real Property is, and Seller has not received any written notice that, any portion of the Real Property is, subject to or affected by any condemnation, eminent domain or similar proceeding.

(d) Seller has not executed any other agreement of sale, option agreement, right of first refusal or right of first offer with respect to the Real Property.

(e) Seller is not a “foreign person” under the Foreign Investment in Real Property Tax Act of 1980 and, upon consummation of the transactions contemplated hereby, Buyer will not be required to withhold from the Purchase Price any withholding tax.

(f) Seller has provided Buyer with true, correct and complete copies of all structural, mechanical, electrical and environmental reports relating to the Real Property which are in Seller’s possession or control.

Section 3.9. Insurance. Seller has maintained and will maintain through the Closing Date insurance coverage for the Purchased Assets in an amount not less than $5,000,000.

Section 3.10. Utilities. Seller represents that water, sewer, power, electric, cable, gas, telephone, and all other utilities are available and servicing the Real Property; provided, however, that Buyer will have to open accounts with such utilities in Buyer’s name in order for such services to be available to Buyer.

Section 3.11. Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3, THE PURCHASED ASSETS ARE BEING SOLD BY SELLER TO BUYER ON AN “AS-IS, WHERE-IS” BASIS. THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO SHALL NOT BE DEEMED TO CONSTITUTE A REPRESENTATION OR WARRANTY OR AN ACKNOWLEDGEMENT THAT ANY SUCH MATTER IS REQUIRED TO BE DISCLOSED. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR EQUITY, REGARDING THE PURCHASED ASSETS, THE CONDITION OF THE PURCHASED ASSETS, OR THE REAL PROPERTY. BUYER ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS AND WARRANTIES PERTAINING TO ENVIRONMENTAL, HEALTH OR SAFETY MATTERS OR CONDITIONS, INCLUDING WITHOUT LIMITATION THOSE ARISING UNDER CERCLA OR ANY OTHER ENVIRONMENTAL LAWS, OR ANY OTHER ENVIRONMENTAL MATTERS (“ENVIRONMENTAL MATTERS”):

Section 4.1. Buyer’s Organization. Buyer is a limited partnership duly organized and validly existing under the laws of the Commonwealth of Pennsylvania. Buyer has the power and authority to own all of its properties and assets and to conduct its business, except where the failure to have such power would not have a material adverse effect on its ability to consummate the Transactions.

Section 4.2. Authorization. The execution and delivery of this Agreement and the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Transactions have been duly authorized by all requisite corporate action in accordance with applicable Law, and no other act or proceeding on the part of Buyer is necessary. Buyer has all requisite power and authority to enter into, execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and the Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer and constitute the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms.

Section 4.3. Consents and Approvals. No consent, approval or authorization of, or declaration, filing or registration with, or notice to, any Governmental Authority or other Person is required to be made or obtained by Buyer in connection with Buyer’s authorization, execution and delivery of this Agreement or the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the Transactions.

Section 4.4. No Violation. The execution, delivery and performance by Buyer and the Buyer Principals of this Agreement and the Transaction Documents to which any of them is a party and the consummation of the Transactions do not and will not:

(a) result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time of both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any mortgage, note, bond, indenture, contract, agreement, license or other instrument or obligation of any kind or nature by which Buyer or the Buyer Principals may be bound or affected which would have an adverse effect on Buyer’s or the Buyer Principals’ ability to perform its obligations under this Agreement;

Section 4.5. No Brokers or Finders. Neither Buyer nor any Affiliate thereof has retained any broker or finder, made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the Transactions.

Section 5.1. Further Assurances. Each of the parties hereto agrees that subsequent to the Closing, upon the reasonable request of any other party hereto from time to time, it shall execute and deliver, or cause to be executed and delivered, such further reasonable instruments and take such other commercially reasonable actions as may be necessary to carry out the Transactions or to vest, perfect or confirm ownership of the Purchased Assets in Buyer.

Section 5.2. Conduct of Morrisville Facility Pending Closing. Except (i) as set forth in this Agreement, (ii) as required by applicable Laws or (iii) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), from and after the date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, Seller shall not:

(a) sell, transfer, lease, license, pledge or encumber any of the Purchased Assets, except in the ordinary course of business;

(b) enter into an agreement to do any of the foregoing, or to authorize, recommend or announce an intention to do any of the foregoing; or

(c) intentionally take any other action or omit to take any other action that would cause the representations contained in Article 3 to be untrue, as of the Closing, with respect to the period from the date of this Agreement through the Closing Date.

Section 5.3. Consummation of Transaction. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Transactions in accordance with the terms of this Agreement, including (i) the obtaining of all necessary approvals under any applicable Laws required in connection with this Agreement and the Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from third parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions in accordance with the terms of this Agreement and fully to carry out the purposes of this Agreement; provided, however, that reasonable best efforts of Seller shall not require Seller to expend any funds to obtain such waivers, consents, approvals, authorizations or the like from third parties, other than immaterial amounts for legal fees associated with obtaining the same.

Section 5.4. Public Announcements. Prior to or at the Closing, any announcement related to the Transactions shall be approved and agreed upon by Buyer and Seller, but neither Buyer nor Seller shall unreasonably withhold, delay or condition approval thereof. Thereafter, Buyer, on the one hand, and Seller, on the other hand, shall, to the extent feasible, consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law. Buyer acknowledges that Seller must make press releases and filings as required by Law and that Seller must inform its customers of the Transactions in order to facilitate an orderly transition of the business, and Buyer will cooperate with Seller with respect to these obligations.

Section 5.5. Location Survey/Metes and Bounds Description. During the term of this Agreement, Buyer shall have the right to obtain a survey of the Premises. If Buyer provides Seller with a location survey of the Real Property that is prepared by a licensed surveyor and certified to Seller and Seller’s counsel prior to the Closing, Seller shall include in Seller’s deed a metes and bounds description of the Real Property that accords with such survey.

Section 5.6. Commonwealth of Pennsylvania Department of Revenue Bulk Sales Clearance. As promptly as is practical following the Closing Date, Seller shall apply to the Pennsylvania Department of Revenue (“PA DOR”) upon PA DOR Form REV-181 (or such successor form as is then prescribed by PA DOR) to obtain, with respect to the sale of the Purchased Assets from Seller to Buyer pursuant to this Agreement, a Tax Clearance Certificate (the “Clearance Certificate”) pursuant to Section 1403 of the Pennsylvania Fiscal Code, 72 P.S. Sec. 1403 and Section 321.1 of the Pennsylvania Tax Reform Code, 72 P.S. Sec. 7321.1 (collectively, the “Bulk Sales Statutes”). Seller shall thereafter diligently prosecute the application for the Clearance Certificate to successful conclusion and the issuance of the Clearance Certificate (including the payment of all Taxes required to obtain the issuance of the Clearance Certificate) and shall deliver a copy of the Clearance Certificate to Buyer within 10 business days of Seller’s receipt.

Section 6.1. Closing. Subject to the terms and conditions set forth herein, the transactions that are the subject of this Agreement shall be consummated at a closing (the “Closing”), which shall take place through an escrow, at the offices of the Title Insurer, 33 South Seventh Street, Allentown, PA 18105 on the first business day after the date that is 30 days from the date hereof or as soon thereafter as practicable (but not more than three business days) following the satisfaction (or waiver) of the conditions to closing set forth in Sections 6.2 and 6.3 (other than conditions with respect to actions the parties will take at the Closing itself) or such other date as may be agreed to in writing by the parties hereto (the “Closing Date”). The Closing shall be deemed effective at 11:59 p.m. on the Closing Date.

Section 6.2. Conditions to Buyer’s Obligation to Close. The obligation of Buyer to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Buyer:

(a) No Injunction. There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of any material part of the Transactions, or that will require any material divestiture by Buyer as a result of Buyer’s acquisition of the Purchased Assets.

(b) Covenants. Seller shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing (except in each case for those agreements that are qualified as to “material,” “materiality,” “Material Adverse Change” or similar expressions, which shall have been performed or complied with in all respects).

(c) Litigation. No action or proceeding shall have been instituted by any Governmental Authority and, at what would otherwise have been the Closing Date, remain pending to restrain or prohibit any material part of the Transactions or to seek any material divestiture or to revoke or suspend any material license, permit, order or approval by reason of any of the Transactions; nor shall any Governmental Authority have notified any party to this Agreement or any of their respective Affiliates that consummation of any material part of the Transactions would constitute a violation of the laws of any jurisdiction or that it intends to commence an action or proceeding to restrain or prohibit any material part of the Transactions or to require such material divestiture, revocation or suspension; unless, in either such case, such Governmental Authority shall have withdrawn such notice and abandoned such action or proceeding.

(d) Asset Purchase Agreement. The conditions to the obligation of Brightsmith, LLC to close the transactions contemplated by the Asset Purchase Agreement shall have been met, and the Asset Purchase Agreement shall not have been terminated. Closing under this Agreement is conditioned upon simultaneous closing of, and shall simultaneously close with the closing of, the transactions contemplated by the Asset Purchase Agreement.

Section 6.3. Conditions to Seller’s Obligation to Close. The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller:

(a) No Injunction. There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of any material part of the Transactions.

(b) Covenants. Buyer shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing (except in each case for those agreements that are qualified as to “material,” “materiality,” “Material Adverse Change” or similar expressions, which shall have been performed or complied with in all respects).

(d) Asset Purchase Agreement. The conditions to the Seller’s obligation to close the transactions contemplated by the Asset Purchase Agreement shall have been met, and the Asset Purchase Agreement shall not have been terminated. Closing under this Agreement is conditioned upon simultaneous closing of, and shall simultaneously close with the closing of, the transactions contemplated by the Asset Purchase Agreement.

Section 6.4. Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer:

(a) Special Warranty Deed from Seller to Buyer conveying all of Seller’s right, title and interest in the Real Property subject to the Permitted Exceptions, and other matters approved by Buyer in writing, together with such transfer tax declarations as are required in similar transactions;

(b) a certificate executed and delivered by the Secretary of Seller in form and substance reasonably satisfactory to Buyer, attesting and certifying as to: (i) the certificate of incorporation (as also certified as of a recent date by the Secretary of the State of the State of Delaware); (ii) copies of resolutions of the board of directors and sole stockholder of Seller authorizing the Transactions to which Seller is a party; and (iii) incumbency and specimen signature certificates with respect to the representatives of Seller;

(c) a certificate, executed by an authorized officer of Seller, certifying that the conditions specified in Section 6.2(b) have been fulfilled;

(d) certificate of good standing of Seller issued not earlier than 15 days prior to the Closing Date by the Secretaries of State of the States of Delaware and Pennsylvania;

(f) a non-foreign affidavit dated as of the Closing Date from Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;

(h) such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement.

All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

Section 6.5. Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller:

(b) a certificate, executed and delivered by the General Partner of Buyer in form and substance reasonably satisfactory to Seller, attesting and certifying as to: (i) a copy of the Certificate of Limited Partnership of Buyer, (ii) a copy of the Limited Partnership Agreement of Buyer, in the form attached hereto as Exhibit B, (iii) copies of the certificate of formation and operating agreement of the General Partner of Buyer and (iv) incumbency and specimen signature certificates with respect to the individuals who may properly sign legal documents on behalf of Buyer;

(c) a certificate of good standing of Buyer issued not earlier than 15 days prior to the Closing Date from the Secretary of State of Pennsylvania;

(d) a certificate, executed by an authorized officer of Buyer, certifying that the conditions specified in Section 6.3(b) have been fulfilled;

(f) such other documents and instruments as Seller may reasonably require in order to effectuate the transactions that are the subject of this Agreement.

All documents and instruments delivered to Seller shall be in form and substance reasonably satisfactory to Seller.

Section 7.1. Events Permitting Termination. This Agreement may be terminated by written notice given to all parties hereto prior to the Closing in the manner hereinafter provided:

(a) At any time prior to the Closing Date by agreement in writing between the parties;

(b) By Buyer or Seller if the Closing shall not have occurred on or before the date that is 60 days from the date hereof (or such other date as may have been agreed upon in writing by Buyer and Seller), other than as a result of the terminating party’s default hereunder; provided, however, that if Major Damage has occurred, the parties’ termination rights shall be governed by Sections 2.5(b), 7.1(e) and 7.1(f), and neither Buyer nor Seller shall have a right to terminate under this Section 7.1(b);

(c) By Buyer, provided it is not then in breach of its obligations hereunder, if Seller fails to perform any covenant in this Agreement in any material respect when performance thereof is due and has failed to cure such breach within 10 business days after receipt by Seller of written notice of such breach from Buyer;

(d) By Seller, provided it is not then in breach of its obligations hereunder, if Buyer fails to perform any covenant in this Agreement in any material respect when performance thereof is due and has failed to cure such breach within 10 business days after receipt by Buyer of written notice of such breach from Seller;

(e) By Seller, if Major Damage occurs after the date hereof and prior to the Closing Date; or

(f) By Buyer, if Major Damage occurs after the date hereof and prior to the Closing Date and the Real Property has not been (or the Buyer and Seller agree that it cannot be) restored on or before the date that is six months after the Occurrence Date to a condition that would permit operation of the business (as conducted by Seller at the Morrisville Facility) in substantially the same manner as it operated prior to the damage.

Section 7.2. Effect of Termination. The rights of termination under Section 7.1 are in addition to any other rights Buyer or Seller may have under this Agreement and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 7.1, all further obligations of Buyer and Seller under this Agreement will terminate, except that Article 8, Sections 9.8, 9.11 and 9.12 shall survive the termination of this Agreement; provided that (a) if this Agreement is terminated by Buyer because of a breach of this Agreement by Seller or because one or more of the conditions to Buyer’s obligations to consummate the Transactions under this Agreement is not satisfied as a result of Seller’s failure to comply with its obligations under this Agreement, Buyer’s right to pursue all available remedies at law (consistent with this Agreement) shall survive such termination unimpaired; and (b) if this Agreement is terminated by Seller because of a breach of this Agreement by Buyer or because one or more of the conditions to the Seller’s obligations to consummate the Transactions under this Agreement is not satisfied as a result of Buyer’s failure to comply with its obligations under this Agreement, Seller’s right to pursue remedies (consistent with this Agreement) shall survive such termination unimpaired.

Section 7.3. Treatment of Down Payment. If this Agreement is terminated pursuant to Section 7.1(a), (b), (c), (e) or (f), the Down Payment shall be promptly returned to Buyer. If this Agreement is terminated pursuant to Section 7.1(d), the Down Payment shall be promptly paid to Seller.

Section 8.1. Survival. The representations and warranties made in this Agreement or in any Transaction Document shall survive the Closing until the close of business on the date that is 18 months after the Closing Date and shall thereupon expire, together with

any right to indemnification for breach thereof, except to the extent a Valid Third Party Claim Notice or Valid Other Claim Notice (each a “Valid Claim Notice”) shall have been given prior to such date in accordance with this Article 8 by the party seeking indemnification under this Agreement (the “Indemnified Party”) to the party from whom indemnification is being sought under this Agreement (the “Indemnifying Party”), in which case the representation or warranty alleged in the Valid Claim Notice to have been breached shall survive, to the extent of the claim set forth in the Valid Claim Notice only, until such claim is resolved; provided, however, that the representations and warranties set forth in Sections 3.1 (Organization; Good Standing), 3.2 (Authorization), 3.3 (Consents and Approvals), 3.4 (No Violation) and 3.5 (Brokers or Finders) and Article 4, together with any right to indemnification for breach thereof, shall survive the Closing until the close of business on the 60^th calendar day following the expiration of the applicable statute of limitations. The covenants and agreements contained herein (other than the covenant and agreement to indemnify against breach of representations and warranties, which shall expire as set forth in the first sentence of this Section 8.1) shall survive the Closing until the expiration of the applicable statute of limitations.

(a) Subject to this Article 8 and consummation of the Closing, Seller and MSC, jointly and severally, shall indemnify Buyer and its Affiliates and each of their respective present and future directors, officers, agents, representatives and employees (collectively, the “Buyer Indemnified Parties”) and hold them harmless from and against any losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and disbursements) (collectively, “Damages”), that are incurred or suffered by any of them by reason of (i) the untruth or inaccuracy of any of the representations or warranties made by Seller in this Agreement, (ii) the failure by Seller to perform or comply with any covenant or agreement in this Agreement, (iii) any Taxes imposed on Seller with respect to any period (or portion of any period) ending on or before the Closing Date and any Taxes imposed on Seller with respect to the Transactions, except as provided in Section 2.3 or Section 9.6 or (iv) any unpaid Taxes (except as provided in Section 2.3 or Section 9.6) owed by Seller to the Commonwealth of Pennsylvania in respect of taxable periods to and including the Closing Date, whether or not at that time such Taxes have been settled, assessed or determined, and for which the PA DOR holds Buyer liable under the Bulk Sales Statutes by reason of Seller’s failure to procure and present to Buyer on or before the Closing Date, a PA DOR Clearance Certificate.

(b) Any recovery by the Buyer Indemnified Parties for indemnification shall be limited as follows: (i) no Buyer Indemnified Party shall be entitled to any recovery unless a claim for indemnification is made in accordance with Section 8.3, so as to constitute a Valid Claim Notice, and within the time period of survival set forth in Section 8.1; (ii) no Buyer Indemnified Parties shall be entitled to recover any amount for indemnification claims under Section 8.2(a) unless and until the amount that the Buyer Indemnified Parties are entitled to recover in respect of such claims exceeds, in the aggregate, $150,000 (the “Deductible”), in which event (subject to clause (iii) below) the entire amount that the Buyer Indemnified Parties are entitled to recover in respect of such claims less the Deductible shall be payable; and (iii) the maximum amount recoverable by the Buyer

Indemnified Parties for indemnification claims under Section 8.2(a) shall in the aggregate be equal to 25% of the Purchase Price (the “Cap”). No Damages shall be included in determining whether the Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Damages has been given by a Buyer Indemnified Party to Seller in accordance with Section 8.3. Notwithstanding the foregoing, the Deductible and the Cap shall not apply to claims arising out of a breach of the representations and warranties in Section 3.7 and claims described in clauses (iii) and (iv) of Section 8.2(a).

(c) Buyer and the Buyer Principals, jointly and severally, shall indemnify Seller and its Affiliates and each of their respective present and future directors, officers, agents, representatives and employees (collectively, the “Seller Indemnified Parties”) and hold each of them harmless from and against all Damages that are incurred or suffered by any of them by reason of (i) the untruth or inaccuracy of any of the representations or warranties made by Buyer in this Agreement or (ii) the failure by Buyer to perform or comply with any covenants or agreement in this Agreement. Seller shall not be entitled to any recovery unless a claim for indemnification is made in accordance with Section 8.3, so as to constitute a Valid Claim Notice, and within the time period of survival set forth in Section 8.1.

(d) Any recovery by the Seller Indemnified Parties for indemnification shall be limited as follows: (i) no Seller Indemnified Party shall be entitled to any recovery unless a claim for indemnification is made in accordance with Section 8.3, so as to constitute a Valid Claim Notice, and within the time period of survival set forth in Section 8.1; (ii) no Seller Indemnified Parties shall be entitled to recover any amount for indemnification claims under Section 8.2(c)(i), unless and until the amount that the Seller Indemnified Parties are entitled to recover in respect of such claims exceeds, in the aggregate, the Deductible, in which event (subject to clause (iii) below) the entire amount that the Seller Indemnified Parties are entitled to recover in respect of such claims less the Deductible shall be payable; and (iii) the maximum amount recoverable by the Seller Indemnified Parties for indemnification claims under Section 8.2(c)(i), shall in the aggregate be equal to the Cap. No Damages shall be included in determining whether the Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Damages has been given by a Seller Indemnified Party to Buyer in accordance with Section 8.3.

(a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Article 8 in respect of, arising out of or involving a claim made by any third party against the Indemnified Party (a “Third-Party Claim”), the Indemnified Party must notify the Indemnifying Party in writing of the Third-Party Claim (a “Third-Party-Claim Notice”) promptly following receipt by such Indemnified Party of written notice of the Third-Party Claim, which notification, to be a valid Third-Party Claim Notice, with the effect set forth in Sections 8.1 and 8.2 (a “Valid Third-Party Claim Notice”), must be accompanied by a copy of the written notice, if any, of the third party claimant to the Indemnified Party asserting the

Third-Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third-Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.1) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party shall deliver to the Indemnifying Party copies of all other notices and documents (including court papers), if any, received by the Indemnified Party relating to the Third-Party Claim.

(b) The Indemnifying Party shall have the right to defend against any such Third-Party Claim (including to conduct any proceedings or settlement negotiations) with counsel of its own choosing. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim (including the right to participate in any settlement negotiations) and to employ its own counsel (it being understood that the Indemnifying Party shall control such defense and settlement negotiations), at its own expense, provided, however, that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have adversely conflicting interests with respect to such Third-Party Claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. Whether or not the Indemnified Party participates in the defense of any Third-Party Claim, the Indemnified Party shall be entitled to reasonable notice of all court appearances and settlement negotiations and, to the extent requested by the Indemnified Party, copies of all proceedings filed with any Governmental Authority in connection with such Third-Party Claim. Prior to the time the Indemnified Party is notified by the Indemnifying Party as to whether the Indemnifying Party will assume the defense of a Third-Party Claim, the Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Third-Party Claim, including responding timely to legal process. If the Indemnifying Party shall decline to assume the defense of a Third-Party Claim (or shall fail to notify the Indemnified Party of its election to defend such Third-Party Claim) within 30 days after the giving by the Indemnified Party to the Indemnifying Party of a Valid Third-Party Claim Notice with respect to the Third Party Claim, the Indemnified Party shall defend against the Third-Party Claim and the Indemnifying Party shall be liable to the Indemnified Party for all reasonable fees and expenses incurred by the Indemnified Party in the defense of the Third-Party Claim, including the reasonable fees and expenses of counsel employed by the Indemnified Party, if and to the extent that the Indemnifying Party is responsible to indemnify for such Third-Party Claim, and such fees and expenses shall be considered “Damages” for purposes of this Agreement. Regardless of which party assumes the defense of a Third-Party Claim, the parties agree to cooperate with one another in connection therewith. Such cooperation shall include providing records and information that are relevant to such Third-Party Claim, and making employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability, consent to the entry of judgment with respect to, or settle, compromise or discharge, such Third-Party Claim

without the Indemnifying Party’s prior written consent. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall have the right to consent to the entry of judgment with respect to, or otherwise settle, compromise or discharge, such Third-Party Claim; provided, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to the entry of judgment with respect to, or otherwise settle, compromise or discharge, any Third-Party Claim if such judgment, settlement, compromise or discharge involves equitable or other non-monetary damages or otherwise requires the Indemnified Party or any of its Affiliates to pay any amount to any Person, including the Indemnifying Party, or to take any action or refrain from taking any action (other than the execution of a customary release or covenant not to sue).

(c) In order for an Indemnified Party to be entitled to any indemnification provided for under this Article 8 in respect of a claim that does not involve a Third-Party Claim being asserted against such Indemnified Party (an “Other Claim”), the Indemnified Party must promptly notify the Indemnifying Party in writing of such Other Claim (the “Other Claim Notice”), which notification, to be a Valid Other Claim Notice, with the effect set forth in Sections 8.1 and 8.2 (a “Valid Other Claim Notice”), must certify that the Indemnified Party has in good faith already sustained some (though not necessarily all) Damages with respect to such claim. The failure by any Indemnified Party to notify the Indemnifying Party promptly (so long as a Valid Other Claim Notice is given before the expiration of the applicable period set forth in Section 8.1) shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party under Section 8.2, except to the extent that the Indemnifying Party has been prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party in writing within 60 days from its receipt of an Other Claim Notice that the Indemnifying Party disputes such Other Claim, the Other Claim specified by the Indemnified Party in the Other Claim Notice shall be deemed a liability of the Indemnifying Party hereunder and, within 20 days of such date shall be paid by the Indemnifying Party to the Indemnified Party. Any final and non-appealable judgment entered or settlement agreed upon with respect to a Other Claim shall be binding upon the Indemnifying Party and shall be paid within 10 days of the date of the relevant final judgment or settlement agreement.

(a) Exclusive Remedy. Except in case of fraud, the right to the indemnification provided in this Article 8 shall be the sole and exclusive monetary remedy for any inaccuracy or breach of any representation or warranty made by Seller or Buyer in this Agreement; provided, however, nothing herein shall be construed as limiting the rights of the Indemnified Parties with respect to seeking equitable or injunctive relief with respect to any covenant or agreement as expressly provided in this Agreement.

(b) Adjustment to Purchase Price. All amounts payable by one party in indemnification of the other shall be treated as an adjustment to the Purchase Price by Buyer, Seller and their respective Affiliates, to the extent permitted by law.

(c) Certain Damages. In no event shall Seller be liable for loss of profits or consequential damages incurred by Buyer in connection with an Other Claim.

(d) Subrogation. Upon making any payment to an Indemnified Party for any indemnification claim under this Agreement, the Indemnifying Party shall be subrogated, to the extent of such payment (an “Indemnification Payment”), to any rights which the Indemnified Party or its Affiliate may have against any other parties (including under any insurance policies) with respect to the subject matter underlying such indemnification claim. The Indemnified Party and its Affiliates shall cooperate with the Indemnifying Party in the pursuit of such rights and shall promptly turn over to the Indemnifying Party any payments (up to the amount of the Indemnification Payment) received in respect of such rights.

(e) Compliance with Laws after Closing. Notwithstanding anything in this Agreement to the contrary, Seller shall have no liability for any failure by Buyer or any of its Affiliates to comply with applicable law after the Closing by reason of the business being operated after the Closing in the manner operated prior to the Closing; provided, however, that nothing in this sentence shall affect Seller’s obligations under this Agreement with respect to the period before the Closing.

(a) Buyer (on its own behalf and on behalf of its Affiliates and the successors and assigns of any of the foregoing) each hereby waives any right to seek contribution or other recovery from Seller or from any of its Affiliates that any of them may now or in the future ever have under any Environmental Laws, including, without limitation, 42 U.S.C. §§ 9607 and 9613(f) of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), as such laws were in the past or are currently in effect, or may in the future be enacted or be in effect. Buyer (on its own behalf and on behalf of its Affiliates and the successors and assigns of any of the foregoing) each hereby further unconditionally releases Seller and its Affiliates from any and all claims, demands and causes of action that any of them may now or in the future ever have against Seller or any of its Affiliates for recovery under CERCLA or under any other Environmental Laws as such laws were in the past or are currently in effect, or may in the future be enacted or be in effect.

(b) UPON THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE ENVIRONMENTAL MATTERS, MAY NOT HAVE BEEN REVEALED BY SELLER’S OR BUYER’S INVESTIGATIONS, AND BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND

EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER OR ANY OTHER PERSON OR ENTITY MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF MATTERS REGULATED UNDER OR FOR WHICH LIABILITY MAY EXIST UNDER ENVIRONMENTAL LAWS. BUYER AGREES THAT SHOULD ANY INVESTIGATION, CLEANUP, REMEDIATION, CORRECTIVE ACTION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS IN ANY WAY PERTAINING TO THE PROPERTY (INCLUDING ANY PAYMENTS, FINES OR PENALTIES PERTAINING THERETO) (COLLECTIVELY, “ENVIRONMENTAL ACTIONS”), BE REQUIRED AFTER THE CLOSING, SUCH ENVIRONMENTAL ACTIONS SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. IN ADDITION AND NOT BY WAY OF LIMITING THE FOREGOING, SELLER SHALL HAVE NO LIABILITY FOR ANY POST-CLOSING LIABILITIES RESULTING IN WHOLE OR IN PART FROM ACTIONS UNDERTAKEN OR ALLOWED BY BUYER, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL INVESTIGATIONS OR TESTING OF ANY SORT, THAT REASONABLY COULD BE ANTICIPATED TO ACCELERATE THE TIMING OF A CLAIM ARISING FROM OR IN CONNECTION WITH THE PRESENCE OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE REAL PROPERTY ON WHICH THE MORRISVILLE FACILITY IS LOCATED (“ACT OF ACCELERATION”). ACTS OF ACCELERATION SHALL INCLUDE, WITHOUT LIMITATION, SOLICITING OR CONTACTING A GOVERNMENTAL AUTHORITY TO OBTAIN OR REQUEST THE ISSUANCE OF AN ORDER OR DIRECTIVE REGARDING THE DISCLOSURE, INVESTIGATION OR REMEDIATION OF HAZARDOUS MATERIALS OR ANY OTHER REMOVAL OR REMEDIAL ACTION. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUYER ASSUMES ALL OBLIGATIONS, AND SELLER SHALL HAVE NO DUTY TO INDEMNIFY OR DEFEND BUYER INDEMNIFIED PARTIES, FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH AN ACT OF ACCELERATION OR ANY CONDITION DISCOVERED AS A RESULT THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER AND NOT BUYER SHALL BE RESPONSIBLE FOR ENVIRONMENTAL ACTIONS BROUGHT AGAINST SELLER WITH RESPECT TO ACTIVITIES OCCURRING OR CONDITIONS EXISTING PRIOR TO CLOSING IF SUCH ENVIRONMENTAL ACTIONS ARE NOT THE RESULT, IN WHOLE OR IN PART, OF ACTIONS UNDERTAKEN (DIRECTLY OR INDIRECTLY) OR ALLOWED BY BUYER OR THE BUYER PRINCIPALS.

Section 9.1. Notices. All notices, reports, records or other communications that are required or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by facsimile, by email, by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, to the receiving party at the following address:

or such other address as such party may have given to the other parties by notice pursuant to this Section 9.1. Notice shall be deemed given on (i) the date such notice is personally delivered, (ii) three days after the mailing if sent by certified or registered mail, (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier, or (iv) the next succeeding business day after transmission by facsimile or email, followed by mail delivery.

Section 9.2. General Definitions. For the purposes of this Agreement, the following terms have the meaning set forth below:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, and any officer, director or executive employee of such Person, and includes any past or present Affiliate of any such Person. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, includes the possession, directly or indirectly, of 5% or more of the total number of votes which may be cast by the holders of the total number of outstanding shares of stock of any class or classes of such Person in any election of directors of such Person (or in the case of a Person which is not a corporation, 5% or more of the ownership interest, beneficial or otherwise) of such Person or the power otherwise to direct or cause the direction of the management and policies of that Person, whether through voting, by contract or otherwise.

“Affiliated Group” means an affiliated group as defined in Section 1504 of the Code (or analogous combined, consolidated or unitary group defined under state, local or foreign income Tax law).

“Environment” means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

“Environmental Laws” means any Law that requires or relates to: pollution or protection of human health and the Environment.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession that are applicable to the circumstances from time to time.

“Hazardous Materials” means (i) hazardous substances, as defined by CERCLA; (ii) hazardous wastes as defined by RCRA; (iii) petroleum, including without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure; (iv) any radioactive material, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq.; (v) asbestos in any form or condition; (vi) polychlorinated biphenyls; and (vii) any other material, substance or waste to which liability or standards of conduct are imposed under any Environmental Laws.

“Permitted Liens” means (a) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s and other like Liens arising in the ordinary course of business and (b) Liens for Taxes not yet due and payable, or being contested in good faith by appropriate proceedings.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation or other entity or any Governmental Authority.

“RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.

“Tax” means any multi-national, federal, state, local, municipal or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, sewer charges, sewer taxes, entertainment, amusement, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, ad valorem, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing; the foregoing shall include any transferee or secondary liability for a Tax and any liability assumed by agreement or arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included) in any Tax Return relating thereto).

“Tax Returns” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Tax of any party or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Transaction Document” means any written agreement, document, certificate or instrument delivered pursuant to or in connection with this Agreement.

“Transactions” means the transactions contemplated by the Transaction Documents.

Section 9.3. Entire Agreement; Amendment; Confidentiality Agreement. This Agreement, including the exhibits and schedules hereto, the Transactions Documents and the instruments and agreements executed in connection herewith and therewith contain all of the terms, conditions and representations and warranties agreed upon by the parties relating to the subject matter of this Agreement and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter, except for (a) the Confidentiality and Non-Disclosure Agreement dated as of April 7, 2008 by and among ATAS International, Inc., Theodorus A. Bus, James P. Bus and Seller (the “Confidentiality Agreement”) and (b) the Asset Purchase Agreement dated as of the date hereof among Seller, MSC, Brightsmith, LLC and the Buyer Principals (the “Asset Purchase Agreement”). This Agreement shall not be amended or modified except by an agreement in writing duly executed by each of the parties hereto. Buyer shall, and shall cause its officers, directors, employees, Affiliates, financial advisors and agents to, comply with the provisions of the Confidentiality Agreement with respect to information received prior to the Closing, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth herein.

Section 9.4. Counterparts; Deliveries. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement, the Transaction Documents and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties, except that the failure of any party to comply with such a request shall not render this Agreement invalid or unenforceable. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

Section 9.5. Third Parties. Nothing in this Agreement, express or implied, is intended to confer any right or remedy under or by reason of this Agreement on any Person other than the parties signatory hereto, the Buyer Indemnified Parties, the Seller Indemnified Parties and their respective heirs, representatives, successors and assigns, nor is anything set forth herein intended to affect or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision give any third party any right of subrogation or action over against any party to this Agreement.

Section 9.6. Expenses. Each of the parties shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and all documents executed in connection herewith and in closing and carrying out the Transactions including, but not limited to, legal and accounting fees and expenses (collectively, the “Expenses”). Buyer shall be solely responsible for the cost of the title insurance and survey of the Real Estate. Buyer and Seller shall split equally the fees of the Title Insurer for serving as escrow agent and the transfer tax for the Real Property. Buyer shall be solely responsible for all other sales, transfer, documentary, stamp, recording, conveyance and similar taxes and fees (including any penalties and interest) due with regard to the Transactions.

Section 9.7. Waiver. No failure of any party to exercise any right or remedy given to such party under this Agreement or otherwise available to such party or to insist upon strict compliance by any other party with its obligations hereunder, and no custom or practice of the parties in variance with the terms hereof, shall constitute a waiver of any party’s right to demand exact compliance with the terms hereof, unless such waiver is set forth in writing and executed by such party. Any such written waiver shall be limited to those items specifically waived therein and shall not be deemed to waive any future breaches or violations or other non-specified breaches or violations unless, and to the extent, set forth therein.

Section 9.8. Governing Law. This Agreement shall be construed and governed in accordance with the internal laws of the State of Pennsylvania without regard to the principles of conflicting laws.

Section 9.9. Assignments. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by Buyer without the prior written consent of Seller, except that Buyer may, without the requirement of prior written consent of Seller, assign this Agreement to an Affiliate. Any such permitted assignment shall not release Buyer from its obligations under this Agreement.

Section 9.10. Headings. The subject headings of articles and sections of this Agreement are included for purposes of convenience of reference only and shall not affect the construction or interpretation of any of its provisions.

Section 9.11. Jurisdiction of Courts. Any Proceeding initiated over any dispute arising out of or relating to this Agreement or any of the Transactions shall be initiated in any federal or state court located within the Bucks County, Pennsylvania, and the parties further agree that venue for all such matters shall lie exclusively in those courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have, including, but not limited to, any claim of forum non conveniens, to venue in the Court of Common Pleas of Bucks County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania. The parties agree that a judgment in any such dispute may be enforced in other jurisdictions by Proceedings on the judgment or in any other manner provided by Law.

Section 9.12. Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury of any claim or cause of action in any legal proceeding arising out of or related to this Agreement or the transactions or events contemplated hereby or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. The parties hereto each agree that any and all such claims and causes of action shall be tried by the court without a jury. Each of the parties hereto further waives any right to seek to consolidate any such legal proceeding in which a jury trial has been waived with any other legal proceeding in which a jury trial cannot or has not been waived.

Section 9.13. Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

Section 9.14. Knowledge. For purposes of this Agreement and the Transaction Documents, “knowledge of Seller” and each phrase having equivalent meaning (e.g., “known to Seller” or “to Seller’s knowledge”) shall mean the facts or other information actually known by Steven Hamilton or Joe Domaracki.

Section 9.15. Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter and (d) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

Section 9.16. Counterparts. This Agreement may be executed and delivered in several counterparts, each of which, when so executed and delivered, shall constitute an original, fully enforceable counterpart for all purposes.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


MSC PRE FINISHED METALS (MV) INC.

By:		/s/ Clifford D. Nastas
		Clifford D. Nastas, Chief Executive Officer

MATERIAL SCIENCES CORPORATION

By:		/s/ Clifford D. Nastas
		Clifford D. Nastas, Chief Executive Officer

K. MATKEM OF MORRISVILLE, LP

By:		C&P Management Company, LLC, its General Partner

By:		/s/ Michelle C. Bus
		Michelle C. Bus, Member

By:		/s/ Kristina T. Montone
		Kristina T. Montone, Member

/s/ Theodore A. Bus
Theodorus A. Bus

/s/ James P. Bus
James P. Bus


If to Seller or MSC:	Material Sciences Corporation
	2200 East Pratt Blvd.
	Elk Grove Village, IL 60007
	Email:	jim.froisland@matsci.com
		steve.hamilton@matsci.com
	Attn:	Jim Froisland

with a copy to:	Katten Muchin Rosenman LLP
	525 West Monroe Street
	Chicago, Illinois 60661-3693
	Facsimile:	(312) 902-1061
	Email:	matthew.brown@kattenlaw.com
		nancy.stern@kattenlaw.com
	Attn:	Matthew S. Brown, Esq.
		Nancy Laethem Stern, Esq.

If to Buyer	c/o ATAS International Inc.
or the Buyer Principals:	6612 Snowdrift Road
	Allentown, PA 18106
	Facsimile:	(610) 395-9342
	Email:	dbus@atas.com
	Attn:	Theodorus A. Bus, President

with a copy to:	Gross, McGinley, LaBarre & Eaton, LLP
	33 South Seventh Street, P.O. Box 4060
	Allentown, PA 18105
	Attn:	Michael A. Henry, Esq.
	Facsimile:	(610) 820-6006
	Email:	mhenry@gmle.com


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ARTICLE 1 PURCHASE AND SALE OF ASSETS		1
Section 1.1.	Purchased Assets	1
Section 1.2.	Excluded Assets	1
Section 1.3.	Assumed Liabilities	1
Section 1.4.	Excluded Liabilities	2
Section 1.5.	Liens and Encumbrances	2

ARTICLE 2 CONSIDERATION AND MANNER OF PAYMENT		2
Section 2.1.	Purchase Price	2
Section 2.2.	Payment of Purchase Price	2
Section 2.3.	Purchase Price Adjustment	2
Section 2.4.	Adjustment Time	2
Section 2.5.	Risk of Loss	3

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER		4
Section 3.1.	Organization; Good Standing	4
Section 3.2.	Authorization	4
Section 3.3.	Consents and Approvals	4
Section 3.4.	No Violation	4
Section 3.5.	Brokers or Finders	5
Section 3.6.	No Litigation; Compliance with Laws	5
Section 3.7.	Taxes	5
Section 3.8.	Real Property	5
Section 3.9.	Insurance	6
Section 3.10.	Utilities	6
Section 3.11.	Disclaimer of Other Representations and Warranties	6

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER		6
Section 4.1.	Buyer’s Organization	6
Section 4.2.	Authorization	7
Section 4.3.	Consents and Approvals	7
Section 4.4.	No Violation	7
Section 4.5.	No Brokers or Finders	8

ARTICLE 5 COVENANTS OF THE PARTIES		8
Section 5.1.	Further Assurances	8
Section 5.2.	Conduct of Morrisville Facility Pending Closing	8
Section 5.3.	Consummation of Transaction	8
Section 5.4.	Public Announcements	9
Section 5.5.	Location Survey/Metes and Bounds Description	9
Section 5.6.	Commonwealth of Pennsylvania Department of Revenue Bulk Sales Clearance	9


ARTICLE 6 CLOSING		9
Section 6.1.	Closing	9
Section 6.2.	Conditions to Buyer’s Obligation to Close	10
Section 6.3.	Conditions to Seller’s Obligation to Close	10
Section 6.4.	Deliveries by Seller	11
Section 6.5.	Deliveries by Buyer	12

ARTICLE 7 TERMINATION		12
Section 7.1.	Events Permitting Termination	12
Section 7.2.	Effect of Termination	13
Section 7.3.	Treatment of Down Payment	13

ARTICLE 8 INDEMNIFICATION		13
Section 8.1.	Survival	13
Section 8.2.	Indemnification	14
Section 8.3.	Procedures for Claims	15
Section 8.4.	Other Provisions	17
Section 8.5.	Environmental Matters	18

ARTICLE 9 MISCELLANEOUS		20
Section 9.1.	Notices	20
Section 9.2.	General Definitions	21
Section 9.3.	Entire Agreement; Amendment; Confidentiality Agreement	22
Section 9.4.	Counterparts; Deliveries	23
Section 9.5.	Third Parties	23
Section 9.6.	Expenses	23
Section 9.7.	Waiver	24
Section 9.8.	Governing Law	24
Section 9.9.	Assignments	24
Section 9.10.	Headings	24
Section 9.11.	Jurisdiction of Courts	24
Section 9.12.	Waiver of Jury Trial	24
Section 9.13.	Construction	24
Section 9.14.	Knowledge	25
Section 9.15.	Interpretive Matters	25
Section 9.16.	Counterparts	25


Term		Section
Act of Acceleration		8.5(b)
Affiliate		9.2
Affiliated Group		9.2
Agreement		Preamble
Asset Purchase Agreement		9.3
Assumed Liabilities		1.3
Bulk Sales Statutes		5.6
Buyer		Preamble
Buyer Indemnified Parties		8.2(a)
Buyer Principals		Preamble
Cap		8.2.(b)
CERCLA		8.5(a)
Clearance Certificate		5.6
Closing		6.1
Closing Date		6.1
Code		9.2
Confidentiality Agreement		9.3
Damages		8.2(a)
Deductible		8.2(b)
Down Payment		2.2
Environment		9.2
Environmental Actions		8.5(b)
Environmental Laws		9.2
Environmental Matters		3.11
Escrow Agent		2.2
Escrow Agreement		2.2
Excluded Liabilities		1.4
Existing Title Commitment		1.5
Expenses		9.6
GAAP		9.2
Governmental Authority		3.3
Hazardous Materials		9.2
Indemnification Payment		8.4(d)
Indemnified Party		8.1
Indemnifying Party		8.1
IRS		9.2
Laws		3.4(c)
Major Damage		2.5(b)
Morrisville Facility		Recitals
MSC		Preamble
Occurrence Date		2.5(b)


Other Claim		8.3(c)
Other Claim Notice		8.3(c)
PA DOR		5.6
Permitted Exceptions		1.5
Permitted Liens		9.2
Person		9.2
Purchased Assets		1.1
RCRA		9.2
Real Property		2.3(a)
Seller		Preamble
Seller Indemnified Parties		8.2(c)
Tax		9.2
Tax Returns		9.2
Third-Party Claim		8.3(a)
Third-Party-Claim Notice		8.3(a)
Transaction Document		9.2
Transactions		9.2
Valid Claim Notice		8.1
Valid Other Claim Notice		8.3(c)
Valid Third-Party Claim Notice		8.3(a)