Typical M&A Contracts: Indication of Interest Letter of Intent Memo of Understanding Term Sheets Due Diligence Documents Master

Purchase Agreement / Definitive Agreement Earn-outs Agreement

ILLUSTRATIVE PURPOSES ONLY

MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN ABC, INC. and XYZ Corporation

January 26, 2012

TABLE OF CONTENTS ARTICLE I STOCK AND ASSET PURCHASE 1.1 Sale and Transfer of Stock and Assets; Assumption of Liabilities 1.2 Purchase Price and Related Matters 1.3 The Closing 1.4 Post-Closing Adjustment 1.5 Consents to Assignment 1.6 Further Assurances ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER. 2.1 Organization, Qualification and Corporate Power 2.2 Capitalization; Title to Property 2.3 Authority 2.4 Noncontravention 2.5 Subsidiaries 2.6 Financial Statements 2.7 Absence of Certain Changes 2.8 Undisclosed Liabilities 2.9 Tax Matters 2.10 Tangible Personal Property 2.11 Real Property 2.12 Intellectual Property 2.13 Contracts 2.14 Litigation 2.15 Labor Matters 2.16 Employee Benefits 2.17 Environmental Matters 3 3 12 14 18 22 23 23 23 25 27 27 28 28 29 31 32 35 35 36 37 40 40 41 45

2.18 Legal Compliance 2.19 Permits 2.20 Business Relationships with Affiliates 2.21 Brokers Fees 2.22 Entire Business 2.23 Condition of Assets 2.24 Asbestos Matters 2.25 Government Contracts 2.26 Insurance 2.27 No Gifts or Similar Benefits 2.28 Suppliers and Customers 2.29 Product Warranty Claims ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER 3.1 Organization -i-

48 48 48 49 49 49 49 50 51 52 52 53 53 53

3.2 Authorization of Transaction 3.3 Noncontravention 3.4 Brokers Fees 3.5 Litigation 3.6 Investment Intent 3.7 Financing 3.8 Solvency ARTICLE IV PRE-CLOSING COVENANTS 4.1 Efforts; Hart-Scott-Rodino Act 4.2 Replacement of Guarantees and Letters of Comfort 4.3 Operation of Business 4.4 Access 4.5 Elimination of Intercompany Items 4.6 Negotiation of Additional Agreements 4.7 Deferred Sale of French Real Estate ARTICLE V CONDITIONS PRECEDENT TO CLOSING 5.1 Conditions to Obligations of Buyer 5.2 Conditions to Obligations of Seller ARTICLE VI INDEMNIFICATION 6.1 Indemnification by Seller 6.2 Indemnification by Buyer 6.3 Claims for Indemnification 6.4 Survival 6.5 Limitations 6.6 Treatment of Indemnification Payments ARTICLE VII TERMINATION 7.1 Termination of Agreement 7.2 Effect of Termination ARTICLE VIII ENVIRONMENTAL MATTERS 8.1 Definitions 8.2 Environmental Indemnification by Seller 8.3 Limitations 8.4 Environmental Indemnification by Buyer ARTICLE IX TAX MATTERS 9.1 Preparation and Filing of Tax Returns; Payment of Taxes - ii -

53 54 55 55 55 55 56 56 56 57 57 60 60 61 61 61 61 63 65 65 66 67 69 70 74 74 74 75 75 75 76 77 80 80 80

9.2 Allocation of Certain Taxes 9.3 Refunds and Carrybacks 9.4 Cooperation on Tax Matters; Tax Audits 9.5 Termination of Tax Sharing Agreements 9.6 Certain Elections under Code Section 338 ARTICLE X FURTHER AGREEMENTS 10.1 Access to Information; Record Retention; Cooperation 10.2 Director and Officer Indemnification

82 84 84 86 87 87 87 91

10.3 Covenant Not to Compete; Nonsolicitation 10.4 Disclosure Generally 10.5 Acknowledgments by Buyer 10.6 Certain Employee Benefits Matters 10.7 Resignations 10.8 Use of Name for Transition Period 10.9 Seller Guarantees ARTICLE XI MISCELLANEOUS 11.1 Press Releases and Announcements 11.2 No Third Party Beneficiaries 11.3 Action to be Taken by Affiliates 11.4 Entire Agreement 11.5 Succession and Assignment 11.6 Counterparts 11.7 Headings 11.8 Notices 11.9 Governing Law 11.10 Amendments and Waivers 11.11 Severability 11.12 Expenses 11.13 Specific Performance 11.14 Dispute Resolution 11.15 Bulk Transfer Laws 11.16 Construction 11.17 Foreign Exchange Conversions 11.18 Waiver of Jury Trial 11.19 Incorporation of Exhibits and Schedules 11.20 Facsimile Signature - iii -

91 93 94 95 98 98 99 100 100 100 101 101 101 102 102 102 103 104 104 104 104 105 110 110 111 111 112 112

Disclosure Schedule
Other Schedules

Schedule 1.1(b)(i) Schedule 1.1(b)(ii) Schedule 1.1(b)(vi) Schedule 1.1(b)(vii) Schedule 1.2 Schedule 1.4(a) Schedule 5.1(a) Schedule 10.4(a)
Exhibits

Owned Real Property Leased Facilities Certain Excluded Contracts and Agreements Patents and Patent Applications Preliminary Allocation of Purchase Price Calculation of Closing Working Capital Required Consents Knowledge Persons

Exhibit A