DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 23, 2015

POLYPORE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-32266	43-2049334
(Commission File Number)	(IRS Employer Identification No.)

11430 North Community House Road, Suite 350
Charlotte, North Carolina	28277
(Address of Principal Executive Offices)	(Zip Code)

(704) 587-8409

(Registrant’s Telephone Number Including Area Code)

Not Applicable

(Former Name and Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d.2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e.4(c))

Item 1.01 Entry into Material Definitive Agreements.

On February 23, 2015, Polypore International, Inc. (the “Company”), 3M Company (“3M”), Asahi Kasei Corporation (“Asahi Kasei”) and ESM Holdings Corporation, a wholly owned subsidiary of Asahi Kasei (together with Asahi Kasei, the “Asahi Parties”) entered into integrated transactions pursuant to which, among other things, the Company will sell its Separations Media Business to 3M (the “Separations Media Sale”) and, immediately thereafter, the Company will be merged with ESM Holdings Corporation, with the Company surviving the merger (the “Merger”, and together with the Separations Media Sale, the “Transactions”). The definitive agreements for the Separations Media Sale and the Merger (collectively, the “Agreements”) require that the Separations Media Sale close immediately prior to the Merger and prohibit the unilateral closing of either Transaction.

In connection with the Transactions, the Company and the Asahi Parties entered into an Agreement and Plan of Merger (the “Merger Agreement”). At the effective time and as a result of the Merger, each share of the Company’s common stock (other than any (a) dissenting shares, (b) shares owned by the Asahi Parties, the Company or any of their respective subsidiaries (which will be cancelled)) issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $60.50 in cash without interest (the “Merger Consideration”), payable to the holder of such share. Each option to purchase shares of the Company’s common stock that is outstanding immediately prior to the effective time will immediately accelerate and vest and be cancelled and converted into the right to receive a payment in cash of an amount, subject to the amount of any required tax withholding, equal to the product of the total number of shares of the Company’s common stock subject to such cancelled option and the excess, if any, of the Merger Consideration over the applicable exercise price of the option; provided that any such option with respect to which the exercise price per share subject to the option is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration. Each restricted share of the Company’s common stock that is outstanding immediately prior to the effective time will immediately accelerate and vest and be canceled and converted into the right to receive a payment in cash of an amount, subject to the amount of any tax withholding, equal to the Merger Consideration, without interest, treating such restricted share in the same manner as the other shares of the Company’s common stock.

In connection with the Transactions, the Company and 3M entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”). Under the Asset Purchase Agreement, 3M will purchase the assets of the Company’s Separations Media Business and assume certain related liabilities for an aggregate purchase price of $1.0 billion.

The Company has the right to terminate the Merger Agreement and the Asset Purchase Agreement if it enters into a definitive agreement for an alternative transaction that constitutes a “Superior Proposal” (as defined in the Merger Agreement and Asset Purchase Agreement), provided the Company complies with certain notice and other requirements set forth in the Merger Agreement and Asset Purchase Agreement, including paying Asahi Kasei and 3M a termination fee equal to $39 million and $16.75 million, respectively. Certain other actions by the Company causing termination of the Merger Agreement and Asset Purchase Agreement could result in the Company being required to pay the foregoing termination fees to Asahi Kasei and 3M.

Consummation of the Transactions is subject to the satisfaction or waiver of certain closing conditions, including (1) adoption of the Merger Agreement by the stockholders of the Company, (2) expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other consents and approvals required under applicable antitrust laws, (3) the absence of any law or order prohibiting the consummation of the Transactions, (4) the absence of certain governmental actions, (5) the absence of a material adverse effect on either the Separations Media Business or the remaining business of the Company, (6) subject to certain exceptions, the accuracy of representations and warranties of the Company, the Asahi Parties, and 3M and (7) the performance or compliance by the Company, the Asahi Parties and 3M with their respective covenants and agreements.

The parties to each agreement have made customary representations and warranties and have agreed to use reasonable best efforts to cause the Transactions to be consummated. The Company has also agreed to various covenants in the Agreements, including, among other things, (i) to conduct its business in the ordinary course consistent with past practice during the period between the execution of the Agreements and the closing of the Transactions, (ii) to call a special meeting of the stockholders to adopt the Merger and (iii) not to solicit alternative acquisition proposals for the Company.

If the Merger is consummated, the Company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

The foregoing description of the Agreements and the Transactions do not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Agreements, copies of which are attached hereto as Exhibits 2.1 and 2.2 and are incorporated herein by reference.

Qualification of Representations and Warranties

The Agreements contain representations and warranties made by the Company, 3M and the Asahi Parties, as applicable, and solely for the benefit of the parties thereto. The assertions embodied in the representations and warranties contained in the Agreements are qualified by information in confidential disclosure letters provided by the parties to each other in connection with the signing of the Agreements. While the Company does not believe that these disclosure letters contain information that the securities laws require the parties to publicly disclose, other than information that has already been so disclosed, if any, they do contain information that modifies, qualifies and creates exceptions to the representations and warranties of the parties set forth in the Agreements. You should not rely on the representations and warranties in the Agreements as characterizations of the actual state of facts about the parties, since they were only made as of the date of the Agreements and are modified in important part by the underlying disclosure letters. Moreover, certain representations and warranties in the Agreements were used for the purpose of allocating risk between the Company and the parties rather than establishing matters as facts. Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the Agreements, which subsequent information may or may not be fully reflected in the companies’ public disclosures, if any.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 22, 2015, the Board of Directors of the Company amended and restated the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to adopt a new Section 7 to Article VIII, which was effective immediately upon approval. The Bylaws were amended to provide that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.

The foregoing summary is qualified by the full text of the Company’s Third Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On February 23, 2015, the Company issued a press release announcing the Transactions, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional Information

In connection with the proposed transactions, the Company will file a preliminary proxy statement with the SEC. WHEN AVAILABLE, INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE COMPANY. When available, you will be able to obtain the preliminary proxy statement, the definitive proxy statement and other filings containing information about the Company, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the preliminary proxy statement, the definitive proxy statement and other filings made by the Company with the SEC will also be able to be obtained, free of charge, by directing a request to Polypore International, Inc., 11430 North Community House Road, Suite 350, Charlotte, North Carolina, 28277 attention: Investor Relations.

Forward-Looking Statements

This release includes “forward-looking statements”. All statements other than statements of historical facts included in this release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this release, including the risks outlined under the caption entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 and subsequent reports filed with the Securities and Exchange Commission, will be important in determining future results. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including, but not limited to, the ability of the parties to satisfy the conditions precedent and consummate the proposed transactions, the timing or consummation of the proposed transactions, or the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the SEC filings submitted by Polypore from time to time, including in its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We do not undertake any obligation to update these forward-looking statements in this release or the risk factors set forth above to reflect new information, future events or otherwise, except as may be required under federal securities laws.

Participants in the Solicitation

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the shareholders’ vote on the proposed transactions. Information about the Company’s directors and executive officers and their ownership of

the company’s common stock is set forth in the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on April 7, 2014. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed transactions, which may be different than those of the Company’s shareholders generally, by reading the preliminary proxy statement, the definitive proxy statement and other relevant documents regarding the proposed transaction, in each case, when filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of February 23, 2015, by and among Polypore International, Inc., Asahi Kasei Corporation and ESM Holdings Corporation.*
2.2	Asset Purchase Agreement, dated as of February 23, 2015, by and among Polypore International, Inc. and 3M Company.*
3.1	Third Amended and Restated Bylaws of Polypore International Inc., adopted on February 22, 2015.
99.1	Press Release issued by Polypore International, Inc., dated February 23, 2015.

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Commission a copy of any omitted exhibits upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

POLYPORE INTERNATIONAL, INC.
By:	/s/ Lynn Amos

Date: February 23, 2015

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of February 23, 2015, by and among Polypore International, Inc., Asahi Kasei Corporation and ESM Holdings Corporation.*
2.2	Asset Purchase Agreement, dated as of February 23, 2015, by and among Polypore International, Inc. and 3M Company.*
3.1	Third Amended and Restated Bylaws of Polypore International Inc., adopted on February 22, 2015.
99.1	Press Release issued by Polypore International, Inc., dated February 23, 2015.

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Commission a copy of any omitted exhibits upon request.

EX-2.1

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ASAHI KASEI CORPORATION,

ESM HOLDINGS CORPORATION

AND

POLYPORE INTERNATIONAL, INC.

DATED AS OF FEBRUARY 23, 2015

TABLE OF CONTENTS

		Page
ARTICLE I
THE MERGER
Section 1.01.	The Merger		2
Section 1.02.	Closing; Effective Time		2
Section 1.03.	Effects of the Merger		2
Section 1.04.	Certificate of Incorporation and Bylaws		3
Section 1.05.	Directors and Officers		3
ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK
Section 2.01.	Effect on Capital Stock		3
Section 2.02.	Exchange of Certificates		4
Section 2.03.	Dissenters’ Rights		6
Section 2.04.	Stock Options and Other Stock-Based Awards		7
Section 2.05.	Further Assurances		8
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.01.	Corporate Organization		8
Section 3.02.	Capitalization		9
Section 3.03.	Company Subsidiaries		10
Section 3.04.	Authority; No Violation		11
Section 3.05.	Consents and Approvals		12
Section 3.06.	Company SEC Reports; Financial Statements; No Undisclosed Liabilities; Internal Controls		12
Section 3.07.	Absence of Certain Changes or Events		14
Section 3.08.	Legal Proceedings		15
Section 3.09.	Taxes and Tax Returns		15
Section 3.10.	Employee Matters		17
Section 3.11.	Labor Relations		18
Section 3.12.	Compliance with Applicable Law		19
Section 3.13.	Certain Contracts		20
Section 3.14.	Property		22

TABLE OF CONTENTS

(continued)

		Page
Section 3.15.	Intellectual Property/Information Technology		23
Section 3.16.	Environmental Liabilities		26
Section 3.17.	Insurance Matters		27
Section 3.18.	Suppliers, Distributors and Customers		27
Section 3.19.	Anti-Corruption Laws		27
Section 3.20.	Related Party Transactions		28
Section 3.21.	State Takeover Statutes		29
Section 3.22.	Company Information		29
Section 3.23.	Opinion of Financial Advisor		29
Section 3.24.	Broker’s Fees		29
Section 3.25.	No Other Representations or Warranties		30
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Section 4.01.	Corporate Organization		30
Section 4.02.	Merger Sub		30
Section 4.03.	Authority; No Violation		30
Section 4.04.	Consents and Approvals		31
Section 4.05.	Legal Proceedings		31
Section 4.06.	Parent Information		32
Section 4.07.	Financing		32
Section 4.08.	Interested Stockholder		33
Section 4.09.	No Vote of Parent Stockholders		33
Section 4.10.	Broker’s Fees		33
Section 4.11.	Disclaimer of Warranties		33
ARTICLE V
COVENANTS
Section 5.01.	Conduct of the Energy Storage Business		34
Section 5.02.	Control of Operations		37
Section 5.03.	No Solicitation		38

-ii-

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI
ADDITIONAL AGREEMENTS
Section 6.01.	Preparation of the Proxy Statement; Stockholder Meetings		42
Section 6.02.	Access to Information; Confidentiality		44
Section 6.03.	Reasonable Best Efforts; Antitrust Filings; Other Actions		44
Section 6.04.	Directors’ and Officers’ Indemnification and Insurance		46
Section 6.05.	Fees and Expenses		48
Section 6.06.	Public Announcements		48
Section 6.07.	Stock Exchange Delisting; Deregistration		48
Section 6.08.	Stockholder Litigation		48
Section 6.09.	Employee Matters		48
Section 6.10.	Notification of Certain Matters		50
Section 6.11.	State Takeover Statutes		51
Section 6.12.	Financing		51
Section 6.13.	Termination of Certain Indebtedness		53
ARTICLE VII
CONDITIONS PRECEDENT
Section 7.01.	Conditions to Each Party’s Obligation to Effect the Merger		53
Section 7.02.	Conditions to Obligations of Parent and Merger Sub		54
Section 7.03.	Conditions to Obligations of the Company		55
Section 7.04.	Frustration of Closing Conditions		55
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
Section 8.01.	Termination		55
Section 8.02.	Termination Fee		57
Section 8.03.	Effect of Termination		59
Section 8.04.	Amendment		59
Section 8.05.	Extension; Waiver		59
ARTICLE IX
MISCELLANEOUS
Section 9.01.	Nonsurvival of Representations and Warranties		60
Section 9.02.	Notices		60
Section 9.03.	Counterparts		61

-iii-

TABLE OF CONTENTS

(continued)

		Page
Section 9.04.	Entire Agreement; No Third-Party Beneficiaries		61
Section 9.05.	Governing Law		61
Section 9.06.	Assignment		61
Section 9.07.	Enforcement of the Agreement; Consent to Jurisdiction		61
Section 9.08.	WAIVER OF JURY TRIAL		62
Section 9.09.	Severability		62
Section 9.10.	Definitions		63
Section 9.11.	Interpretation		66

-iv-

INDEX OF DEFINED TERMS

2006 Stock Option Plan	Section 9.10(a)
2006 Stock Incentive Plan	Section 9.10(b)
Affiliate	Section 9.10(c)
Agreement	Preamble
Anti-Corruption Laws	Section 3.19(a)
Antitrust Laws	Section 3.05
APA	Recitals
APA Closing	Section 9.10(d)
APA Employees	Section 2.04(a)
APA Options	Section 2.04(a)
APA Restricted Shares	Section 2.04(a)
APA Sellers	Section 9.10(e)
Assumed Liabilities	Section 9.10(f)
Board Recommendation	Section 3.04(c)
Book-Entry Share	Section 2.01(b)
Bonus Amounts	Section 6.09(d)
business day	Section 9.10(g)
Carve-Out Business	Section 9.10(h)
Carve-Out Buyer	Recitals
Carve-Out Consideration	Section 9.10(i)
Carve-Out Transaction	Recitals
Certificate	Section 2.01(b)
Certificate of Merger	Section 1.02(b)
Change of Recommendation	Section 5.03(d)
Closing	Section 1.02(a)
Closing Date	Section 1.02(a)
Closing Notice Deadline	Section 8.03
Code	Section 3.09(b)
Company	Preamble
Company Benefit Plan	Section 9.10(j)
Company Board	Recitals
Company Bylaws	Section 3.01
Company Certificate	Section 3.01
Company Common Stock	Section 2.01(a)(i)
Company Covered Employee	Section 9.10(k)
Company Credit Agreement	Section 9.10(l)
Company Disclosure Schedule	Article III
Company Incentive Awards	Section 9.10(m)
Company Options	Section 2.04(a)
Company Preferred Stock	Section 3.02(a)

v

Company Restricted Shares	Section 2.04(a)
Company SEC Reports	Section 3.06(a)
Competing Proposal	Section 5.03(i)
Confidentiality Agreement	Section 6.02
Contract	Section 9.10(m)
control	Section 9.10(c)
D&O Insurance	Section 6.04(c)
Debt Commitment Letter	Section 4.07
DGCL	Section 1.01
Dissenting Shares	Section 2.03
Dissenting Stockholder	Section 2.03
Effective Time	Section 1.02(b)
Encumbrances	Section 3.03(b)
Energy Storage Business	Section 9.10(o)
Environmental Laws	Section 3.16(c)(i)
ERISA	Section 3.10(a)
Exchange Act	Section 3.05
Exclusively Licensed Intellectual Property	Section 3.15(a)
Financing Purposes	Section 4.07
Financing Source	Section 4.07
GAAP	Section 3.06(b)
Governmental Authority	Section 3.05
Government Official	Section 3.19(f)
Hazardous Substances	Section 3.16(c)(ii)
HSR Act	Section 3.05
HSR Approval	Section 9.10(p)
Indebtedness	Section 9.10(q)
Indemnified Parties	Section 6.04(a)
Indemnity Agreement	Section 6.04(a)
Insurance Contracts	Section 3.17
Intellectual Property	Section 3.15(j)
intentional and material breach	Section 8.03
Intervening Event	Section 5.03(e)
Knowledge	Section 9.10(r)
Law	Section 3.12(a)
Lease	Section 9.10(s)
Leased Real Property	Section 3.14(a)
made available	Section 9.10(s)
Material Adverse Effect	Section 9.10(u)
Material Contract	Section 3.13(b)
Merger	Recitals
Merger Consideration	Section 2.01(a)(i)
Merger Sub	Preamble

vi

Notice of Superior Proposal	Section 5.03(f)
Notice Period	Section 5.03(f)
Option Payments	Section 2.04(a)
Owned Intellectual Property	Section 3.15(a)
Owned Real Property	Section 3.14(a)
Parent	Preamble
Parent Financing	Section 4.07
Paying Agent	Section 2.02(a)
Payment Fund	Section 2.02(a)
Permits	Section 3.04(b)
Permitted Encumbrances	Section 9.10(v)
person	Section 9.10(w)
Proxy Statement	Section 3.22
Real Property	Section 3.14(a)
Release	Section 3.16(c)(iii)
Relevant Persons	Section 3.19(a)
Remedial Measures	Section 3.16(c)(iv)
Representatives	Section 5.03(a)
Restraints	Section 7.01(d)
Restricted Share Payments	Section 2.04(a)
Sarbanes-Oxley Act	Section 3.06(a)
SEC	Section 3.06(a)
Securities Act	Section 3.06(a)
Stockholder Approval	Section 3.04(a)
Stockholders Meeting	Section 6.01(c)
Subsidiary	Section 9.10(x)
Superior Proposal	Section 5.03(i)(ii)
Surviving Corporation	Section 1.01
Tax Return	Section 3.09(o)(ii)
Taxes	Section 3.09(o)(i)
Termination Date	Section 8.01(b)(i)
Termination Fee	Section 8.02(a)
Trade Secrets	Section 3.15(j)(iv)
Transferred Assets	Section 9.10(y)
Exhibit A – Certificate of Incorporation of the Surviving Corporation

vii

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 23, 2015, is by and among Asahi Kasei Corporation, a Japanese corporation (“Parent”), ESM Holdings Corporation, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”) and Polypore International, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the parties intend that Merger Sub be merged with and into the Company (the “Merger”) with the Company surviving the Merger as an indirect wholly owned Subsidiary of Parent;

WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (i) determined that it is in the best interests of the Company and its stockholders to consummate the Merger and the Carve-Out Transaction, (ii) adopted resolutions approving and declaring advisable this Agreement and the Merger, upon the terms and subject to the conditions set forth in this Agreement, and the APA and the Carve-Out Transaction, upon the terms and subject to the conditions set forth in the APA and (iii) adopted resolutions recommending the adoption of this Agreement by the stockholders of the Company;

WHEREAS, the board of directors of each of Parent and Merger Sub has unanimously (i) determined that it is in the best interests of Parent and Merger Sub, respectively, and their respective stockholders to consummate the Merger and (ii) adopted resolutions approving and declaring advisable this Agreement and the Merger, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Parent has caused the sole stockholder of Merger Sub to approve the Merger and to adopt this Agreement; and

WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to the willingness of Parent to enter into this Agreement, the Company and 3M Company, a Delaware corporation (the “Carve-Out Buyer”), are executing and delivering an asset purchase agreement (as it may be amended from time to time in accordance with its terms, the “APA”), pursuant to the terms and subject to the conditions of which, immediately prior to the Effective Time, (i) the Company (or one or more Affiliates of the Company) will sell, convey, assign, transfer and deliver to the Carve-Out Buyer (or one or more Affiliates of the Carve-Out Buyer), and the Carve-Out Buyer (or such Affiliates of the Carve-Out Buyer) will purchase, acquire and accept from such persons all of such persons’ right, title and interest in, to and under the Transferred Assets, and (b) the Carve-Out Buyer (or one or more Affiliates of the Carve-Out Buyer) will assume and thereafter pay, discharge, satisfy and perform when due in accordance with their terms, the Assumed Liabilities (clauses (i) and (ii), collectively, the “Carve-Out Transaction”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

ARTICLE I

THE MERGER

Section 1.01. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company and become an indirect wholly owned Subsidiary of Parent. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

Section 1.02. Closing; Effective Time.

(a) The closing of the Merger (the “Closing”) will take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, NY 10006 at 10:00 a.m., New York time, on the fifth business day following the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof), but subject to the continued satisfaction or waiver at the Closing, of the conditions set forth in Article VII (other than (i) the condition set forth in Section 7.01(e) and (ii) those conditions that by their nature are to be satisfied at the Closing, but, in the case of each of clauses (i) and (ii), subject to the satisfaction (or, in the case of clause (ii), to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of such conditions at the Closing), or on such other date and at such other time and place as the parties may mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. In no event will the consummation of the Merger occur unless the Carve-Out Transaction has been consummated, and in no event will the consummation of the Carve-Out Transaction occur unless the Merger is consummated immediately thereafter.

(b) Upon the terms and subject to the conditions set forth herein, as soon as practicable on the Closing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), executed in accordance with, and containing such information as is required by, the applicable provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger. The time the Merger becomes effective is referred to herein as the “Effective Time.”

Section 1.03. Effects of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation, all as provided for herein and in the applicable provisions of the DGCL.

2

Section 1.04. Certificate of Incorporation and Bylaws.

(a) Subject to Section 6.04, at the Effective Time and by virtue of the Merger, the Company Certificate shall be amended and restated to read in its entirety as set forth in Exhibit A, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law.

(b) Subject to Section 6.04, at the Effective Time, the Company Bylaws shall be amended and restated to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended and restated shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law.

Section 1.05. Directors and Officers. Except as otherwise determined by Parent prior to the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall from and after the Effective Time be the directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.

ARTICLE II

EFFECT OF THE MERGER ON CAPITAL STOCK

Section 2.01. Effect on Capital Stock.

(a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any of the following securities:

(i) each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) that immediately prior to the Effective Time is issued and outstanding (other than Dissenting Shares and shares to be canceled in accordance with Section 2.01(a)(ii)) shall be converted into the right to receive $60.50 in cash without interest (the “Merger Consideration”);

(ii) each share of Company Common Stock that immediately prior to the Effective Time is owned by Parent, Merger Sub, the Company (as treasury stock or otherwise) or any of their respective Subsidiaries shall be canceled without any consideration being exchanged therefor; and

(iii) each share of common stock, par value $0.01 per share, of Merger Sub that immediately prior to the Effective Time is issued and outstanding shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(b) All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding, and shall

3

automatically be canceled and shall cease to exist, as of the Effective Time, and each certificate (each, a “Certificate”) or book-entry share (each, a “Book-Entry Share”) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive the Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Section 2.01, without interest.

(c) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, subdivision, combination, exchange, readjustment or other similar change in capitalization, the Merger Consideration shall be appropriately and proportionately adjusted, without duplication, to reflect such reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, subdivision, combination, exchange, readjustment or other similar change in capitalization; provided that such adjustments will have no net economic impact on the aggregate Merger Consideration; provided, further, that nothing in this Section 2.01(c) shall be construed as permitting the Company to take any action otherwise prohibited by this Agreement.

Section 2.02. Exchange of Certificates.

(a) Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) and shall enter into an agreement relating to the Paying Agent’s responsibilities under this Agreement. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, in trust for the benefit of the holders of Company Common Stock for exchange in accordance with this Article II through the Paying Agent, immediately available funds sufficient to pay the aggregate Merger Consideration (such aggregate Merger Consideration, being hereinafter referred to as the “Payment Fund”).

(b) Exchange Procedures. As promptly as reasonably practicable after the Effective Time, and in any event within five business days thereafter, Parent shall cause the Paying Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash. Upon surrender of a Book-Entry Share or a Certificate for cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor the amount of Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II with respect to the shares of Company Common Stock previously represented by such Book-Entry Share or Certificate, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a

4

transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if, upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Paying Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.02(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration upon such surrender. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article II.

(c) No Further Ownership Rights in Company Common Stock. The Merger Consideration paid upon the surrender for exchange of Book-Entry Shares or Certificates in accordance with the terms of this Article II shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Book-Entry Shares or Certificates, and at the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Subject to the last sentence of Section 2.02(d), if, at any time after the Effective Time, Book-Entry Shares or Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II, subject to applicable Law in the case of Dissenting Shares.

(d) Termination of Payment Fund. Any portion of the Payment Fund (including any interest and other amounts received with respect thereto) that remains undistributed to the holders of Company Common Stock on the date that is twelve months after the Effective Time shall be delivered to the Surviving Corporation upon demand. Any holders of Book-Entry Shares or Certificates who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation (subject to applicable abandoned property, escheat or similar Laws) as general creditors thereof with respect to the payment of its claim for Merger Consideration, without interest. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any portion of the Payment Fund or the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding anything to the contrary in this Agreement, any portion of the cash to be paid in accordance with this Article II remaining undistributed to holders, as of immediately prior to the Effective Time, of shares of Company Common Stock five years after the Effective Time (or, if earlier, immediately prior to such time when such amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claim or interest of any person previously entitled thereto.

5

(e) Investment of Payment Fund. The Paying Agent shall invest any cash included in the Payment Fund, as directed by Parent, on a daily basis; provided that (i) any investment of such cash will be limited to (A) direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America, (B) commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or (C) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with assets exceeding $100 billion (based on the most recent financial statements of such bank that are then publicly available), (ii) no such investment, gains or losses thereon shall affect the amounts payable to the holders of shares of Company Common Stock pursuant to this Agreement and (iii) following any losses in the Payment Fund, Parent shall promptly provide or cause to be provided additional funds to the Paying Agent to the extent such losses result in the amount of cash in the Payment Fund being less than the amounts that remain payable to the holders of shares of Company Common Stock under this Article II. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.

(f) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact, in form and substance reasonably satisfactory to Parent, by the person claiming such Certificate to be lost, stolen or destroyed and, if requested by Parent, the posting by such person of a bond in such reasonable amount as Parent may request as indemnity against any claim that may be made against it, the Surviving Corporation or the Paying Agent with respect to such Certificate, Parent shall cause the Paying Agent to issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration in accordance with the terms of this Agreement.

(g) Withholding. Each of the Paying Agent, Parent, the Company and the Surviving Corporation, without duplication, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Company Incentive Awards such amounts as it may be required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Law relating to Taxes. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of shares of the Company Common Stock or Company Incentive Awards in respect of which such deduction and withholding was made.

Section 2.03. Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and that are held by a stockholder who has not voted in favor of, or consented to, the adoption of this Agreement and has properly exercised such stockholder’s appraisal rights in respect of such shares (any such shares being referred to herein as “Dissenting Shares” and the holder thereof a “Dissenting Stockholder”) under Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01 and instead shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the procedures set forth in, and subject to the requirements of, Section 262 of the DGCL. If any Dissenting Stockholder withdraws its demand for appraisal or fails to timely perfect or otherwise loses its right of appraisal, in any case

6

pursuant to the DGCL, each of such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(i). The Company shall (a) give Parent prompt notice of any demand for appraisal or payment for shares of Company Common Stock received by the Company, any withdrawal of any such demand received by the Company and any other instruments served pursuant to Section 262 of the DGCL and (b) give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Section 2.04. Stock Options and Other Stock-Based Awards.

(a) The APA Closing and the transfer to the Carve-Out Buyer of the employment of employees of the Company or any of its Subsidiaries as contemplated by the APA shall not, in and of themselves, affect options to purchase shares of Company Common Stock granted under any Company Benefit Plan to any such employees whose employment with the Company or any of its Subsidiaries is transferred to the Carve-Out Buyer as contemplated by the APA (collectively, the “APA Options” and the “APA Employees,” respectively). As of the Effective Time, each option to purchase shares of Company Common Stock granted to employees or directors of the Company or any of its Subsidiaries under any Company Benefit Plan, including the APA Options (collectively, the “Company Options”), that is outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, immediately accelerate and vest and be canceled and converted into the right to receive from the Surviving Corporation, in consideration of the cancelation of such Company Option and in settlement therefore, a payment in cash of an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such canceled Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such canceled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided that (x) any such Company Option with respect to which the exercise price per share subject thereto is equal to or greater than the Merger Consideration shall be canceled in exchange for no consideration and (y) the Option Payments may be reduced by the amount of any required Tax withholdings as provided in Section 2.02(g). From and after the Effective Time, no Company Option shall be exercisable, and each Company Option shall only entitle the holder thereof to the payment provided for in this Section 2.04(a).

(b) The APA Closing and the transfer to the Carve-Out Buyer of the employment of APA Employees shall not, in and of themselves, affect restricted shares of Company Common Stock granted under any Company Benefit Plan to any APA Employees (collectively, the “APA Restricted Shares”). As of the Effective Time, each restricted share of Company Common Stock granted to any employee or director of the Company or any of its Subsidiaries under a Company Benefit Plan, including the APA Restricted Shares (collectively, the “Company Restricted Shares), that is outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, immediately accelerate and vest and be canceled and converted into the right to receive, in consideration for the cancelation of such Company

7

Restricted Share, a payment in cash of an amount equal to the Merger Consideration, without interest, treating such Company Restricted Share in the same manner as all other shares of Company Common Stock are treated pursuant to Section 2.01 for such purposes (such amounts payable hereunder, the “Restricted Share Payments”); provided that the Restricted Share Payments may be reduced by the amount of any required Tax withholdings as provided in Section 2.02(g).

Section 2.05. Further Assurances. Subject to Section 5.03, if at any time before or after the Effective Time, Parent, the Company or the Surviving Corporation reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Merger or the Carve-Out Transaction or to carry out the purposes and intent of this Agreement or the APA at or after the Effective Time, then Parent, Merger Sub, the Company and the Surviving Corporation and their respective officers and directors shall execute and deliver all such proper instruments, deeds, assignments or assurances and do all other things reasonably necessary or desirable to consummate the Merger and the transactions contemplated by the APA and to carry out the purposes and intent of this Agreement and the APA.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) other than with respect to Section 3.01, Section 3.02 and Section 3.04, as disclosed in any Company SEC Report and any forms reports or documents furnished to the SEC since December 29, 2012, in each case that is publicly available prior to the date of this Agreement (excluding any disclosures therein relating to information, factors or risks that are predictive, cautionary or forward-looking in nature), to the extent that it is reasonably apparent on the face of such disclosure that the disclosure is relevant to a representation or warranty in this Article III or (ii) as disclosed in the disclosure schedule (the “Company Disclosure Schedule”) delivered by the Company to Parent prior to the execution of this Agreement (it being understood that disclosure in any section of the Company Disclosure Schedule shall apply only to the representations and warranties in the corresponding Section of this Article III and, to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another representation or warranty in this Article III, to such other representation or warranty), the Company hereby represents and warrants to Parent and Merger Sub as follows:

Section 3.01. Corporate Organization. The Company and each of its Subsidiaries is an entity duly organized, validly existing and in good standing (to the extent such concepts are recognized in the applicable jurisdiction) under the Laws of its jurisdiction of organization, and has all requisite corporate or similar power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is a duly licensed or qualified to do business and is in good standing in each jurisdiction in which the operation of the business now conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company has made available to Parent true, complete and correct copies of (a) the amended and restated certificate

8

of incorporation of the Company (the “Company Certificate”) and the second amended and restated bylaws of the Company (the “Company Bylaws”) and (b) the certificate of incorporation and bylaws or comparable organizational documents of each of the non-wholly owned Subsidiaries of the Company, in each case as currently in effect. The Company is not in violation of any of the provisions of the Company Certificate or the Company Bylaws and no Subsidiary of the Company is in violation of any of the provisions of its comparable organizational documents.

Section 3.02. Capitalization.

(a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 15,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on February 19, 2015, (i) 44,859,492 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) options to purchase 3,253,430 shares of Company Common Stock were outstanding under the Company Benefit Plans and (iv) 156,106 Company Restricted Shares were granted under the Company Benefit Plans. As of the close of business on February 19, 2015, no shares of Company Common Stock were reserved for issuance except for 1,826,654 shares of Company Common Stock reserved for issuance under the 2006 Stock Option Plan and the 2007 Stock Incentive Plan (including in respect of outstanding stock options). All of the issued and outstanding shares of Company Common Stock have been, and all shares of Company Common Stock that may be issued prior to the Effective Time when issued will be, duly authorized and validly issued and are fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Certificate or the Company Bylaws, or any Contract (other than any Company Benefit Plan) to which the Company or any of its Subsidiaries is a party or otherwise bound.

(b) Section 3.02(b) of the Company Disclosure Schedule sets forth a correct and complete list, as of February 16, 2015, of all of the outstanding Company Options and Company Restricted Shares and, where applicable, with respect to each such Company Option and Company Restricted Share, the holders and exercise prices thereof.

(c) Except as set forth in Section 3.02(a), none of the Company and its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, exercisable, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, undertakings or agreements of any character (i) calling for the purchase, transfer, exchange, sale or issuance of, or the payment of any amount based on, any shares of Company Common Stock or capital stock of any of the Company’s Subsidiaries, voting securities of or any other equity interests in the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock, voting securities of or other equity interests in the Company or its Subsidiaries, (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such subscription, option, warrant, call, right, exercisable, convertible or exchangeable security, “phantom” stock right, stock appreciation right, stock-based performance unit, commitment, undertaking or agreement, or (iii) giving any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of, or other equity interests in, the Company or any of its Subsidiaries.

9

(d) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which stockholders may vote in respect of the Company or any of its Subsidiaries are issued or outstanding. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party relating to the voting or registration of any Company Common Stock, or any capital stock, voting securities of or any equity interests in the Company or any of its Subsidiaries.

(e) There are no contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of Company Common Stock or capital stock of any of the Company’s Subsidiaries, voting securities of, or any other equity interests in the Company or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock, or any capital stock, voting securities of, or any other equity interests in the Company or any of its Subsidiaries or (ii) pursuant to which the Company or any of its Subsidiaries is or could be required to register shares of Company Common Stock or other securities under the Securities Act.

Section 3.03. Company Subsidiaries.

(a) Section 3.03(a) of the Company Disclosure Schedule sets forth a complete and correct list of each Subsidiary of the Company and its jurisdiction of organization.

(b) All of the issued and outstanding shares of capital stock, voting securities of or other equity interests in each of the Company’s Subsidiaries are owned by the Company, directly or indirectly, free and clear of any lien (statutory or other), mortgage, deed of trust, pledge, security interest, charge, option, right of first offer, right of refusal, restriction on transfer of title, title defect, adverse claim, title retention agreement, conditional sale agreement or other encumbrance of any kind (“Encumbrances”), except for (i) Encumbrances arising pursuant to applicable securities Laws, (ii) Encumbrances arising pursuant to the organizational documents of the Subsidiaries of the Company that are not wholly owned, and all of such shares or equity interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights and (iii) Permitted Encumbrances.

(c) No Subsidiary of the Company owns any shares of capital stock or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) the Company. Neither the Company nor any of its Subsidiaries owns, directly or indirectly, any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any other person. Neither the Company nor any of its Subsidiaries is subject to any obligation to provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any non-wholly owned Subsidiary of the Company.

10

Section 3.04. Authority; No Violation.

(a) The Company has all requisite power and authority to execute and deliver this Agreement and the APA and to consummate the transactions contemplated hereby (including the Merger) and the transactions contemplated thereby, subject solely in the case of the obligation to consummate the Merger to the requirement that this Agreement be adopted by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Stockholder Approval”). The Stockholder Approval is the only vote of the holders of any class or series of Company capital stock necessary to approve the transactions contemplated by this Agreement and the transactions contemplated by the APA. The execution and delivery of this Agreement and the APA and the consummation of the transactions contemplated hereby and the transactions contemplated thereby have been duly and validly approved by the Company Board. No corporate proceedings on the part of the Company, other than the required receipt of the Stockholder Approval, are necessary to approve this Agreement or the APA or to consummate the transactions contemplated hereby or thereby. This Agreement and the APA have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Merger Sub, in the case of this Agreement, and the Carve-Out Buyer, in the case of the APA) constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and subject to general principles of equity).

(b) Neither the execution and delivery of this Agreement and the APA by the Company nor the consummation by the Company of the transactions contemplated hereby and the transactions contemplated thereby will: (i) violate any provision of the Company Certificate, the Company Bylaws or the certificate of incorporation or bylaws or comparable organizational documents of any Subsidiary of the Company or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made: (A) violate any Law applicable to the Company, its Subsidiaries or any of their respective properties or assets, (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require any consent or approval of any person under, result in any payment under, result in or permit the termination of or a right of termination or cancelation under, the granting of a license to another person, the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or instrument binding upon the Company or any of its Subsidiaries or any certificate, license, franchise, permit, approval, concession, qualification, registration, certification or similar authorization (“Permits”) affecting, or relating in any way to, the assets of the Company and its Subsidiaries or the Energy Storage Business or (C) result in the creation or imposition of any Encumbrance, other than Permitted Encumbrances, on any asset of the Company or any of its Subsidiaries, except, in the case of the foregoing clause (ii) only, as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated hereby.

(c) The Company Board, at a meeting duly called and held, duly adopted resolutions: (i) declaring that this Agreement, the APA, the Merger, the other transactions contemplated by

11

this Agreement and the transactions contemplated by the APA are advisable and in the best interests of the Company and the Company’s stockholders, (ii) approving this Agreement, the APA, the Merger, the other transactions contemplated by this Agreement and the transactions contemplated by the APA, (iii) directing that the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Board Recommendation”).

Section 3.05. Consents and Approvals. No consent, approval, order, notification or authorization of, action, nonaction by or in respect of, waiver, clearance, registration, declaration or filing with any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, securities exchange, commission or authority (each, a “Governmental Authority”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the APA by the Company, or the consummation by the Company of the Merger or the Carve-Out Transaction, the other transactions contemplated by this Agreement or the transactions contemplated by the APA, except for those required under or in relation to: (a) the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (b) the applicable requirements of any foreign competition, antitrust or merger control Laws (such Laws and the HSR Act, the “Antitrust Laws”), (c) the filings pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), in connection with the Stockholder Approval (including the proxy requirements) or as may be required in connection with this Agreement and the transactions contemplated by this Agreement and the APA, (d) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (e) those which if not obtained or made would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated hereby.

Section 3.06. Company SEC Reports; Financial Statements; No Undisclosed Liabilities; Internal Controls.

(a) Since December 29, 2012, the Company has timely filed or furnished, as applicable, all forms, reports and documents required to be filed or furnished, as applicable, by it with the Securities and Exchange Commission (the “SEC”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, the date of the last such amendment or superseding filing, in all material respects with all applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended (together with the rules and regulations promulgated thereunder, the “Sarbanes-Oxley Act”). None of the forms, reports or documents filed by the Company with the SEC since such date (the “Company SEC Reports”), including any financial

12

statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of a registration statement or proxy statement, as of its effective date or the date of the relevant meeting, respectively) or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is, or at any time since December 29, 2012 has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Reports and (ii) none of the Company SEC Reports is, to the Knowledge of the Company, the subject of ongoing SEC review. The Company has heretofore furnished or made available to Parent true, complete and correct copies of all comment letters from the SEC since December 28, 2013 with respect to any of the Company SEC Reports, together with all written responses of the Company thereto, to the extent that such comment letters and written responses are not publicly available prior to the date of this Agreement on EDGAR.

(b) The financial statements of the Company included or incorporated by reference in the Company SEC Reports (including the related notes and schedules) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited financial statements, to normal year-end audit adjustments), (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with published rules and regulations of the SEC with respect thereto and (iv) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The consolidated books and records of the Company and its Subsidiaries have been and are being maintained in all material respects in accordance with GAAP.

(c) None of the Company or any of its Subsidiaries has any debt, liability or obligation of any nature whatsoever (whether fixed, contingent or absolute, accrued or not accrued, matured or unmatured, known or unknown, determined or determinable, secured or unsecured, disputed or undisputed, subordinated or unsubordinated, or otherwise and whether due or to become due), except for those debts, liabilities and obligations (i) reflected or reserved against in the Company’s consolidated balance sheet dated as of September 27, 2014 included in the Company SEC Reports publicly available as of the date hereof, (ii) arising out of this Agreement or the APA, (iii) under Contracts existing as of the date hereof that are not required under GAAP to be reflected or reserved against in such balance sheet, except to the extent that such debts, liabilities or obligations arose or resulted from a breach of or a default under such Contract, (iv) incurred in the ordinary course of business consistent with past practice since September 27, 2014, or (v) which have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

13

(d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Reports.

(e) The Company maintains controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company Board (and made summaries of such disclosures available to Parent): (x) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud. As of the date hereof, to the Knowledge of the Company, there is no reason that the Company’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when required.

(f) Each of the principal executive officer and the principal financial officer of the Company (or persons performing similar functions) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the Company SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.06(f), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. Neither the Company nor any of its Subsidiaries has any outstanding “extensions of credit” or has arranged any outstanding “extensions of credit” to directors or executive officers in violation of Section 402 of the Sarbanes-Oxley Act.

Section 3.07. Absence of Certain Changes or Events.

(a) Since September 27, 2014, no change, effect, event, circumstance, occurrence, state of facts or development (or with respect to any change, effect, event, circumstance, occurrence, state of facts or development existing prior to September 27, 2014, any worsening thereof) has occurred that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

14

(b) Since September 27, 2014, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business consistent with past practice, except for the negotiation, execution, delivery and performance of this Agreement and the APA.

(c) Since September 27, 2014, there has not been any action taken by the Company or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time without Parent’s prior written consent, would constitute a breach of Section 5.01(a), (b), (d), (e), (g), (i), (k), (l), (m), (p), (r) or, with respect to any of the foregoing, (t).

Section 3.08. Legal Proceedings. There is no suit, action, claim, proceeding (including any cancelation, opposition, inter-partes review, post-grant review, reexamination or other Intellectual Property proceeding before an intellectual property registry or Governmental Authority, but excluding any non-final office actions), arbitration, or review of any nature pending or, to the Knowledge of the Company, threatened (a) against the Company or any of its Subsidiaries or any other person for whom the Company or any of its Subsidiaries may be liable before (or, if threatened, that would be before) or by any Governmental Authority or (b) to which any of the properties or assets of the Company or any of its Subsidiaries are subject, in each case that (i) involves a claim for monetary damages against the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries may be liable in excess of $1,000,000, (ii) seeks equitable, declaratory or injunctive relief, (iii) as of the date of this Agreement, challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or the APA, (iv) has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (v) as of the date of this Agreement, would reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of the Company to consummate the transactions contemplated hereby. There is no judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against or, to the Knowledge of the Company, investigation by any Governmental Authority involving, the Company or any of its Subsidiaries or any of their respective properties or assets, except for those that have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 3.09. Taxes and Tax Returns.

(a) The Company and each of its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date hereof, and all such returns are true, correct and complete in all material respects. The Company and each of its Subsidiaries has paid all material Taxes due and payable, whether or not shown as due on any Tax Return (other than Taxes that are being contested in good faith by appropriate proceedings and for which the Company has made adequate reserves in accordance with GAAP). There is no proceeding, audit or written claim pending or proposed with respect to any Taxes of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice from any taxing authority to the effect that such authority intends to

15

conduct an audit or investigation of any Tax matter. There are no material disputes pending, or claims asserted in writing, for Taxes or assessments upon the Company or any of its Subsidiaries.

(b) Within the two-year period ending at the Effective Time, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(d) As of the date hereof, neither the Company nor any of its Subsidiaries has executed (or had executed on its behalf) any outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any material Taxes or Tax Returns.

(e) All material Taxes which the Company or any of its Subsidiaries has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been duly and timely paid to the proper taxing authority.

(f) There are no Encumbrances for Taxes upon any assets of the Company or any of its Subsidiaries other than Permitted Encumbrances.

(g) No jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return has made a claim that the Company or any of its Subsidiaries is required to file a Tax Return for such jurisdiction and, to the Knowledge of the Company, there are no current or past circumstances that are likely to give rise to such a claim in the future.

(h) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group or filed or been included in a combined, consolidated or unitary income Tax Return (other than the affiliated group for which the Company is the common parent), (ii) has any liability for Taxes of another person (other than the Company and its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law), as a transferee or successor or by contract or (iii) is a party to or bound by, or liable for any Taxes as a result of, any Tax allocation, indemnification agreement or sharing agreement (other than such an agreement or arrangement (A) between or among the Company or any of its Subsidiaries or (B) not primarily related to Taxes, and in either case entered into in the ordinary course of business).

(i) The Company and each of its Subsidiaries has maintained the books and records required to be maintained pursuant to Section 6001 of the Code and the rules and regulations thereunder, and comparable laws, rules and regulations of the countries, states, counties, provinces, localities and other political divisions wherein it is required to file material Tax Returns and other reports relating to Taxes (or such books and records have been maintained on the Company’s or such Subsidiary’s behalf).

16

(j) Neither the Company nor any of its Subsidiaries has (i) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or non-U.S. law that is currently in effect, (ii) extended the time within which to file any Tax Return (other than an automatic extension not requiring the consent of any taxing authority), which Tax Return has since not been filed or (iii) granted to any person any power of attorney that is currently in force with respect to any Tax matter.

(k) Neither the Company nor any of its Subsidiaries has agreed to, requested, or is required to include any adjustment under Section 481 of the Code (or any corresponding provision of state, local or foreign Law) by reason of a change in accounting method or otherwise.

(l) The Company is not, nor has it been, a United States real property holding company (as defined in Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(m) All elections made under Treasury Regulation Section 301.7701-3 for the Company and its Subsidiaries were accurately made and timely filed.

(n) Neither the Company nor any of its Subsidiaries has outstanding any deferred intercompany gain or loss either under United States federal income Tax Law or under any similar state, local or non-United States Tax Law.

(o) For purposes of this Agreement:

(i) “Taxes” means (A) all federal, state, local and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, social security (or similar, including FICA), severance, withholding, duties, intangibles, franchise, occupation, service, stamp, value added, backup withholding and other taxes, similar charges, levies or similar assessments, together with all penalties and additions to tax and interest thereon and (B) any liability for Taxes described in clause (A) above under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law).

(ii) “Tax Return” means a report, return or other information (including any amendments) required to be filed with a Governmental Authority with respect to Taxes, including, where permitted or required, combined or consolidated returns for any group of entities that includes the Company or any of its Subsidiaries.

Section 3.10. Employee Matters.

(a) Section 3.10(a) of the Company Disclosure Schedule sets forth a complete and correct list of all material Company Benefit Plans. None of the Company Benefit Plans listed on Section 3.10(a) of the Company Disclosure Schedule is a “multiemployer plan” as defined in Section 3(37) of the Employee Retirement Income Security Act (“ERISA”) or a “multiple employer” plan within the meaning of Section 4064 of ERISA.

17

(b) Each of the Company Benefit Plans intended to qualify under Section 401 of the Code has received a favorable determination or opinion letter from the Internal Revenue Service and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any Company Benefit Plan.

(c) None of the Company Benefit Plans is subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

(d) True, correct and complete copies of the following documents with respect to each of the Company Benefit Plans (as applicable) have been made available to Parent: (i) any plans and related trust documents and all amendments thereto, (ii) the most recent summary plan description, (iii) the most recent favorable determination letter, (iv) the most recent actuarial report for each Company Benefit Plan that is a defined benefit pension plan, and (v) the most recent annual report (Form 5500) and tax return (Form 990), if any, required under ERISA or the Code in connection with each material Company Benefit Plan.

(e) There are no pending legal proceedings which have been asserted or instituted or, to the Knowledge of the Company, threatened against any of the Company Benefit Plans.

(f) Each of the Company Benefit Plans has been maintained and administered in material compliance with its terms and provisions of applicable Law.

(g) Neither the execution, delivery and performance of this Agreement or the APA by the Company nor the consummation of the transactions contemplated hereby or thereby will (alone or in combination with any other event) result in (i) a material increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries, (ii) any new or increased or accelerated material funding obligation with respect to any Company Benefit Plan, (iii) the forgiveness of any material Indebtedness of any current or former director, officer or employee or (iv) any material payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer or employee of the Company or any of its Subsidiaries.

(h) Neither the execution, delivery and performance of this Agreement or the APA by the Company nor the consummation of the transactions contemplated hereby or thereby will (alone or in combination with any other event) result in any payment to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G(1)) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No person is entitled to receive any additional payment (including any tax gross up or other payment) from the Company or any of its Subsidiaries or any other person as a result of the imposition of the excise tax required by Section 4999(a) of the Code.

Section 3.11. Labor Relations.

(a) Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed by the Company or any of its Subsidiaries.

18

(b) Since December 29, 2012, there have not been any material (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending, affecting or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries.

(c) Since December 29, 2012, there have not been any complaints, charges or claims (including settled claims) against the Company or any of its Subsidiaries pending, affecting or, to the Knowledge of the Company, threatened or anticipated to be brought or filed with any Government Authority in connection with the employment, termination of employment, compensation or employee benefits of any individual, except for such complaints, charges or claims (including settled claims) that have not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) Since December 31, 2011, the Company has been in compliance with all applicable Laws relating to employment, equal employment opportunity (including Laws prohibiting employment discrimination, harassment or retaliation), wages, hours, leaves, workers’ compensation, disability, occupational health and safety, immigration, collective bargaining, secondment, contractors and temporary employees, other employment terms and conditions, and plant closings and layoffs (including the WARN Act), except for such non-compliance as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 3.12. Compliance with Applicable Law.

(a) The Company and each of its Subsidiaries holds all Permits necessary for them to own, lease or operate their properties and assets and for the lawful conduct of the Energy Storage Business as currently conducted, and all such Permits are in full force and effect, except for such Permits the failure of which to possess or be in full force and effect has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b) Since December 29, 2012, the Company and each of its Subsidiaries has been in compliance with and has not been in default or violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment, injunction, decree or agency requirement of a Governmental Authority (each, a “Law”) or Permit applicable to the Company or any of its Subsidiaries, the properties and assets of the Company or any of its Subsidiaries or the Energy Storage Business, except to the extent any such non-compliance, default or violation with any such Law or Permit has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, since December 29, 2012, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority alleging any conflict with or breach of any Law or any such Permit.

19

(c) None of the Company or any of its Subsidiaries is operating under any agreement or understanding with any Governmental Authority which in any way restricts its authority to conduct the Energy Storage Business or requires it to take, or refrain from taking, any action relating to the conduct of the Energy Storage Business permitted by applicable Law, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) The Company and each of its Subsidiaries is, and since December 29, 2012 has been, in compliance in all material respects with applicable export control and trade and economic sanctions Laws, including the U.S. Commerce Department’s Export Administration regulations, the U.S. State Department’s International Traffic in Arms regulations, U.S. customs regulations, anti-boycott and anti-money laundering Laws, and sanctions Laws maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, as well as all applicable export control and sanctions Laws maintained by other Governmental Authorities.

Section 3.13. Certain Contracts.

(a) Section 3.13 of the Company Disclosure Schedule sets forth a complete and correct list of the following Contracts (other than the Company Benefit Plans) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or restricted (provided that Section 3.13 of the Company Disclosure Schedule need not set forth any Contracts that constitute Transferred Assets, except that Section 3.13(a)(v) of the Company Disclosure Schedule shall set forth all such Contracts that are of the type described in Section 3.13(a)(v)):

(i) any Contract that relates to any strategic alliance, partnership, limited liability company, joint venture or similar arrangement, and any Contract relating to joint development or research (including relating to technology), in each case that is or would reasonably be expected to be material to the Energy Storage Business;

(ii) any Contract pursuant to which any of the Company or any of its Subsidiaries has created, incurred or assumed any Indebtedness or assumed, guaranteed, endorsed or otherwise become liable or responsible for the Indebtedness or other obligation of any other person or entity, in each case in an amount in excess of $5,000,000;

(iii) any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to make an investment in or loan to any other person or entity that is or would reasonably be expected to be material to the Energy Storage Business;

(iv) any Contract pursuant to which the Company or any of its Subsidiaries has purchased, licensed or sold during the twelve months prior to the date hereof, goods, equipment or services that involved payment by or to the Company and its Subsidiaries in excess of $10,000,000 during such period or that provides for payments in excess of such amount over the remaining term of such agreement (in each case, whether under a single agreement or a series of related agreements);

(v) any Contract pursuant to which the Company or any of its Subsidiaries has granted or been granted a license or right to use or exploit (including by means of an option,

20

covenant not to sue, release or immunity) with respect to (A) Owned Intellectual Property, other than non-exclusive licenses to end-user customers granted in the ordinary course of business, where such licenses are limited to granting use rights or (B) Intellectual Property of a third party, other than click-wrap, shrink-wrap and other off-the-shelf commercially available software licenses with an annual license fee (or, in the case of software-as-a-service, service fee), in each case, that is or would reasonably be expected to be material to the Energy Storage Business;

(vi) any Contract that is between the Company or any of its Subsidiaries, on the one hand, and any Governmental Authority, university, college, other educational institution or research center, on the other hand, including a procurement Contract, grant, cooperative agreement, cooperative research and development agreement, and awards or grants from any Governmental Authority and that is or would reasonably be expected to be material to the Energy Storage Business;

(vii) any Contract that contains covenants materially restricting or limiting the ability of the Company, its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates from and after the Closing) to engage in any line of business anywhere in the world (including any covenant not to compete or to conduct business on an exclusive or preferential basis with a third party);

(viii) (A) any Contract that is material to the Energy Storage Business and grants any person “most favored nation” status, (B) any Contract pursuant to which the Company or any of its Subsidiaries has granted any right of first refusal or right of first offer or similar right to a third party, (C) any Contract between the Company or any of its Subsidiaries, on the one hand, and a third party, on the other hand, that limits or purports to limit in any respect the ability of the Company or any of its Subsidiaries to sell, license, transfer, pledge or otherwise dispose of any material assets or business, or (D) any Contract that requires the Company or any of its Subsidiaries to “take or pay” with respect to the purchase of any goods or services;

(ix) any Contract that contains any material indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the ordinary course of business;

(x) any Contract that relates to any material interest rate, derivative or hedging transaction;

(xi) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise) that is material to the Energy Storage Business;

(xii) any Contract that is a settlement or similar agreement (including with any Governmental Authority) involving future performance by the Company or any of its Subsidiaries that is material to the Energy Storage Business; or

(xiii) any other Contract that is material to the Energy Storage Business and was not entered into in the ordinary course of business consistent with past practice.

21

(b) Each Contract that is or is required to be (x) filed with the Company SEC Reports or (y) set forth on Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Material Contract”.

(c) The Company has made available to (i) Parent true, complete and correct copies of all written Material Contracts and complete descriptions of the material terms of all nonwritten Material Contracts. Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each Material Contract is in full force and effect and is (i) a valid and binding obligation of the Company or its Subsidiary that is a party thereto and (ii) to the Knowledge of the Company, a valid and binding obligation of each other party thereto, in each case, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and subject to general principles of equity. None of the Company or any of its Subsidiaries that is a party to any Material Contract is in material breach thereof or default thereunder, and no event or circumstance has occurred that, with or without the giving of notice or the lapse of time or both, would constitute such a material breach or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit thereunder. To the Knowledge of the Company, (A) none of the Company or any of its Subsidiaries has provided or received any notice of any intention to terminate any Material Contract, (B) no other party to any Material Contract is in material breach thereof or in default thereunder and (C) no event or circumstance has occurred that, with the giving of notice or the lapse of time or both, would constitute such a material breach or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit thereunder.

Section 3.14. Property.

(a) The Company and its Subsidiaries have (i) good and valid title to all real property described in the Company SEC Reports as being owned by the Company or any of its Subsidiaries for use in the Energy Storage Business (“Owned Real Property”) and (ii) legal, binding and valid rights by lease, license or other agreement to use, all leasehold or subleased estates held by or for Energy Storage Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary to conduct the Energy Storage Business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. All buildings, structures, fixtures and other improvements on the Real Property are in good condition and are in all material respects adequate to operate the Energy Storage Business as currently conducted, except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Real Property or any portion thereof or interest therein, except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

22

(b) The Company and its Subsidiaries have good and valid title to, or legal, binding and valid rights by lease, license, other agreement or otherwise to use, all tangible personal property (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct the Energy Storage Business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(c) To the Knowledge of the Company: (i) there are no violations of any Laws affecting the Real Property or planned material changes in any Laws that would affect the Real Property, (ii) there are no existing, pending or threatened condemnation proceedings or similar actions relating to any part of the Real Property and (iii) there are no planned or commenced public improvements related to the Real Property that may result in special assessments against any part of the Real Property, in each case except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 3.15. Intellectual Property/Information Technology.

(a) Section 3.15 of the Company Disclosure Schedule sets forth a complete and correct list of (i) all Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries (the “Owned Intellectual Property”) that is registered or subject to an application for registration or that is otherwise material to the Company, indicating, as applicable, the jurisdiction in which each of the items was applied for, filed, issued or registered, the application/registration number and the current owner of record and (ii) all Intellectual Property exclusively licensed to the Company or any of its Subsidiaries (the “Exclusively Licensed Intellectual Property”), indicating the agreement pursuant to which such license or right to use is granted.

(b) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries, (i) collectively, are the exclusive owners of the Owned Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances, and (ii) have the sole and exclusive right to bring a claim or suit against a third party for past, present or future infringement, misappropriation and violation (as applicable) of the Owned Intellectual Property and the Exclusively Licensed Intellectual Property, and to retain for itself any damages recovered in any such actions.

(c) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, all Owned Intellectual Property that is registered and, to the Knowledge of the Company, all other Owned Intellectual Property (including Intellectual Property that is subject to an application for registration), is subsisting, valid and enforceable.

(d) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries owns, or is licensed or otherwise permitted to use (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) all Intellectual Property used or held for use in, or necessary for, the Company.

23

(e) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the conduct of the business of the Company and its Subsidiaries as currently conducted and as it has been conducted since December 29, 2012, and each of the products and services of the Company and its Subsidiaries, does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, the Intellectual Property of any person. None of the Company or its Subsidiaries has received since December 29, 2012, any written notice, claim or demand (including invitations to license) alleging any such infringement, misappropriation or violation that has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, nor, to the Knowledge of the Company, is any such notice, claim or demand threatened.

(f) To the Knowledge of the Company, no person is infringing, misappropriating or otherwise violating any right of the Company or its Subsidiaries with respect to any Owned Intellectual Property or any Exclusively Licensed Intellectual Property, and neither the Company nor any of its Subsidiaries has, since December 29, 2012, asserted or threatened to assert any claims of such infringement, misappropriation or other violation, and, to the Knowledge of the Company, no valid basis for any such claim exists.

(g) Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

(i) To the Knowledge of the Company, (A) no Owned Intellectual Property is being used (or not used) or enforced in a manner that could reasonably be expected to result in the abandonment, cancelation or unenforceability of such Owned Intellectual Property and (B) the Company and its Subsidiaries have taken all actions reasonably necessary to ensure full protection of the Owned Intellectual Property under any applicable Law (including timely making and maintaining in full force and effect all necessary filings, registrations and issuances, and making payments therefor, with the appropriate foreign and domestic agencies required to maintain in subsistence all Owned Intellectual Property that is registered or subject to an application for registration); and

(ii) The Company has policies in place designed to maintain the secrecy of all material Trade Secrets used or held for use in the Company, and, to the Knowledge of the Company, has complied in all material respects with such policies and no unauthorized disclosure or use of any such Trade Secrets have been made.

(h) Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries is in compliance with all applicable contractual requirements and all Laws pertaining to personally identifiable information and information privacy and security, including any privacy policy concerning the collection and use of personally identifiable information.

24

(i) Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: (i) each of the Company and its Subsidiaries have secured from all of their current and former employees, consultants and contractors who have contributed to the creation, development, improvement or modification of material Intellectual Property for or on their behalf assignments to the Company or one of its Subsidiaries, as applicable, of all such person’s right, title and interest in such Intellectual Property that the Company or its Subsidiary does not already own by operation of Law; and (ii) without limiting the foregoing, no such person owns or has any right, claim, interest or option, including the right to further remuneration or consideration or to assert any moral rights, with respect to material Owned Intellectual Property.

(j) For purposes of this Agreement, “Intellectual Property” means all intellectual property and other similar proprietary rights in any jurisdiction throughout the world, whether registered or unregistered, including those rights in and to all:

(i) trademarks, service marks, trade names, brand names, Internet domain names, websites and other Internet addresses, logos, certification marks, trade dress, legal names and other indications of origin, together with the goodwill associated with the foregoing;

(ii) patents, utility models and designs, including patent applications of all kinds (including provisional, non-provisional, converted provisional, regular applications and Patent Cooperation Treaty applications) and all divisionals, reissues, continuations, continuations in part, reexaminations, renewals, extensions and reissuances;

(iii) inventions and invention disclosures (whether or not patentable);

(iv) nonpublic or confidential information, including nonpublic or confidential information related to processes, procedures, industrial models, product specifications, formulae, methods (including analytical methods), schematics, drawings, techniques (including analytical techniques), trade secrets (including those trade secrets defined in the Uniform Trade Secrets Act (and codifications thereof under United States Law) and corresponding international Law), know-how, ideas, research and development information, research records, technology and product roadmaps, manufacturing and analytical data and test information, and customer lists (the items in this clause (iv), collectively, “Trade Secrets”);

(v) computer software, programs, applications, APIs, source code and object code versions thereof and all related documentation;

(vi) copyrights and moral rights;

(vii) databases (including sui generis rights);

and, in the case of all items in clauses (i) to (vii), any registrations or applications for registration, extensions, modifications or renewals thereof.

25

Section 3.16. Environmental Liabilities.

(a) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

(i) the Company and each of its Subsidiaries currently is and since December 31, 2011, has been in compliance with all applicable Environmental Laws;

(ii) the Company and each of its Subsidiaries has obtained and currently possesses all Permits required under applicable Environmental Laws and all such Permits are in full force and effect;

(iii) neither the Company nor any of its Subsidiaries has received any written notice or claim against it alleging a Release or the presence of or exposure to Hazardous Substances or any violation of or liability under any Environmental Laws, other than such notices or claims that have been resolved in all respects, and there are no agreements, orders or decrees with or by a Governmental Authority relating to such matters; and

(iv) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is or may be liable to any person or entity or potentially responsible for Remedial Measures under any applicable Environmental Law as a result of the presence or Release or threatened Release of, or exposure to, any Hazardous Substance at any location.

(b) To the extent reasonably available to the individuals set forth on Section 9.10(r) of the Company Disclosure Schedule, the Company has made available to Parent a true, complete and correct copy of (i) all material reports, studies, analyses and audits in its possession, custody or control relating to compliance with or liability under applicable Environmental Laws or with respect to Hazardous Substances, (ii) all material permits, authorizations, licenses, exemptions and other governmental authorizations issued to it pursuant to applicable Environmental Laws and (iii) all correspondence with Governmental Authorities relating to liabilities pursuant to Environmental Law or with respect to Hazardous Substances, or with other persons as to which a dispute has arisen pursuant to Environmental Laws or with respect to Hazardous Substances.

(c) For purposes of this Agreement:

(i) “Environmental Laws” means any and all Laws, including common law, regulating or imposing liability or standards of conduct concerning pollution or protection of human health or the environment, including surface water, groundwater, ambient air, surface or subsurface soil, natural resources or wildlife habitat.

(ii) “Hazardous Substances” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, chemicals, solid wastes, hazardous wastes, toxic substances, asbestos, pollutants or contaminants categorized or defined as such in or regulated under any applicable Environmental Law.

26

(iii) “Release” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping or disposing of Hazardous Substances (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Substances) into the environment.

(iv) “Remedial Measures” means any measures or actions required or undertaken to investigate, monitor, clean up, remove, treat, prevent, contain or otherwise remediate the presence or Release of any Hazardous Substance.

Section 3.17. Insurance Matters. Section 3.17 of the Company Disclosure Schedule lists (a) all material policies and other material forms of insurance, reinsurance and similar arrangements insuring the Company and its Subsidiaries and their respective assets, properties and operations (the “Insurance Contracts”) and (b) all material claims under such policies since December 28, 2014 and prior to the date hereof. Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (a) all such Insurance Contracts are, as of the date of this Agreement, in full force and effect, (b) all premiums due and payable under all Insurance Contracts covering all periods up to and including the date hereof have been paid, and neither the Company nor any of its Subsidiaries is otherwise in breach or default (including any such breach or default with respect to the giving of notice), (c) no event has occurred which, with notice or the lapse of time, would constitute such a breach or default of the Company or any of its Subsidiaries, or permit termination or modification by the insurance carrier, under any Insurance Contract, (d) there are no self-insurance programs or arrangements relating to the business, assets or operations of the Company or any of its Subsidiaries, (e) there is no material claim pending under any of such policies or bonds as to which coverage has been denied or disputed by the underwriters of such policies or bonds, and (f) the Company has not received notice of and, to the Knowledge of the Company, there has been no threatened termination of, or material premium increase with respect to, any of such policies.

Section 3.18. Suppliers, Distributors and Customers. Section 3.18 of the Company Disclosure Schedule sets forth a complete and correct list of (a) the ten largest suppliers (the “Top Suppliers”) to, and (b) the ten largest customers (the “Top Customers”) of, the Energy Storage Business for the fiscal year ended January 3, 2015 (determined on the basis of the total dollar amount of purchases or sales, as the case may be) showing the total dollar number of purchases from or sales to, as the case may be, each such person during such period. To the Knowledge of the Company, except for contract expirations and negotiations in the ordinary course of business, between January 3, 2015 and the date hereof, (i) there has been no termination, cancelation or other adverse modification in any material respect of the business relationship of the Company or any of its Subsidiaries with any such Top Supplier or Top Customer and (ii) neither the Company nor any of its Subsidiaries has received notice that any such Top Supplier or Top Customer intends to terminate or cancel or materially curtail its business relationship with the Company.

Section 3.19. Anti-Corruption Laws.

(a) Since January 2, 2010, the Company, its Subsidiaries and each of their respective officers, directors, employees, agents, distributors and other persons acting for or on behalf of the

27

Company or any of its Subsidiaries (collectively, the “Relevant Persons”) have not violated the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the U.K. Bribery Act 2010 or any other anti-bribery or anti-corruption Law of any jurisdiction applicable to the Company or any of its Subsidiaries or any of their respective assets, properties, businesses or operations (collectively, the “Anti-Corruption Laws”).

(b) Without limiting the generality of the foregoing, the Relevant Persons have not, directly or indirectly, taken any act in furtherance of any payment, gift, bribe, rebate, loan, payoff, kickback or any other transfer of value or offer, promise or authorization thereof to any person, including any Government Official for the purpose of: (i) improperly influencing or inducing such Person to do or omit to do any act or to make any decision in an official capacity or in violation of a lawful duty; (ii) inducing such Person to influence improperly his, her or its employer, public or private, or any Governmental Authority, to affect an act or decision of such employer or Governmental Authority, including to assist any Person in obtaining or retaining business; or (iii) securing any improper advantage (including, for example, to obtain a tax rate lower than allowed by applicable Law).

(c) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has hired any employee in an attempt to gain influence with any Governmental Official based on the relationship of such employee with any Government Official.

(d) Without limiting the foregoing, since January 2, 2010, each of the Company and its Subsidiaries: (i) has maintained and kept books, records and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets; (ii) has not established or maintained any material fund or asset that has not been recorded in the books and records of the Company and its Subsidiaries; and (iii) has devised and maintained a system of internal accounting controls and procedures sufficient to provide reasonable assurances of compliance with the Anti-Corruption Laws. In addition, to the Knowledge of the Company, since January 2, 2010, none of the Relevant Persons has: (x) circumvented the Company’s or any of its Subsidiaries’ internal accounting controls; (y) falsified any of the Company’s or any of its Subsidiaries’ books, records or accounts; or (z) attempted to coerce or fraudulently influence an accountant in connection with any audit, review or examination of the financial statements of the Company or any of its Subsidiaries.

(e) There is no suit, action, claim, proceeding, arbitration, or review of any nature regarding the Company’s or any of its Subsidiaries’ compliance with any Anti-Corruption Law pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries.

(f) For purposes of this Agreement, “Government Official” means (i) any officer, official, employee or other person acting for or on behalf of any Governmental Authority (including, for purposes of this Section 3.19, any state-owned or state-controlled enterprise, political party or public international organization) or (ii) any holder of or candidate for public office, member of a royal family, or any other person acting for or on behalf of the foregoing.

Section 3.20. Related Party Transactions. Except for compensation or other employment arrangements in the ordinary course of business, there are no transactions, agreements, arrangements or understandings currently in effect that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

28

Section 3.21. State Takeover Statutes. No state “fair price”, “moratorium”, “control share acquisition”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover Law (including Section 203 of the DGCL) is applicable to the Merger or any of the other transactions contemplated by this Agreement or the APA. The Company Board has taken all actions necessary to render all potentially applicable anti-takeover or similar Laws (including Section 203 of the DGCL) and provisions of the Company Certificate, the Company Bylaws, and the comparable organizational documents of any Subsidiary of the Company inapplicable to this Agreement, the Merger, the APA, the Carve-Out Transaction and the other transactions contemplated by this Agreement or the APA. The Company has no rights plan, “poison-pill” or other comparable agreement or arrangement designed to have the effect of delaying, deterring or discouraging any person from acquiring control of the Company, and the Company Board has not adopted or approved or authorized the adoption or approval of such a plan.

Section 3.22. Company Information. None of the information relating to the Company and its Subsidiaries that is included in the proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied in writing by Parent, Merger Sub or the Carve-Out Buyer for inclusion or incorporation by reference in the Proxy Statement.

Section 3.23. Opinion of Financial Advisor. The Company has received the opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated dated the date hereof and in customary form, to the effect that, as of such date and based upon and subject to the various qualifications, assumptions and limitations set forth in such opinion, the Merger Consideration is fair from a financial point of view to the holders of shares of Company Common Stock. A copy of such opinion shall be delivered to Parent as soon as practicable for information purposes only.

Section 3.24. Broker’s Fees. No broker, investment banker, financial advisor or other person, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement or the APA based upon arrangements made by or on behalf of the Company or its Subsidiaries. The Company has furnished to Parent a true, complete and correct copy of each agreement between the Company or any of its Subsidiaries and any person entitled to such fee or expense reimbursement.

29

Section 3.25. No Other Representations or Warranties. Except for the representations and warranties made by the Company in this Article III, none of the Company, any of its Subsidiaries or any other person makes any representations or warranties on behalf of the Company or any of its Subsidiaries. Neither the Company nor any other person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub, the Carve-Out Buyer or any other person resulting from the distribution to Parent, Merger Sub, the Carve-Out Buyer or Parent’s, Merger Sub’s or the Carve-Out Buyer’s use of, any other information, including any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or the Carve-Out Buyer in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement and the APA. Each of Parent, Merger Sub and the Carve-Out Buyer acknowledges and agrees that it has not relied on any representation, warranty or other statement by any person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in this Article III and that all other representations and warranties are specifically disclaimed.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Each of Parent and Merger Sub hereby represents and warrants to the Company as follows:

Section 4.01. Corporate Organization. Each of Parent and Merger Sub is an entity duly organized, validly existing and in good standing (to the extent such concepts are recognized in the applicable jurisdiction) under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Merger Sub is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the operation of the business now conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except as would not reasonably be expected to, either individually or in the aggregate, prevent or materially impair its ability to consummate the transactions contemplated hereby.

Section 4.02. Merger Sub. Merger Sub is an indirect wholly owned Subsidiary of Parent. Merger Sub has not conducted any activities other than in connection with its organization, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

Section 4.03. Authority; No Violation.

(a) Each of Parent and Merger Sub has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (including the Merger). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the board of directors of Parent and Merger Sub, and this Agreement, the Merger and the other transactions contemplated hereby have been adopted and approved by the sole stockholder of Merger Sub. No other corporate proceedings on the part of Parent or Merger Sub, are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has

30

been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming the due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and subject to general principles of equity).

(b) Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated hereby will: (i) violate any provision of the certificate of incorporation or bylaws or comparable organizational documents of Parent or Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.04 are duly obtained and/or made: (A) violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets, (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, require any consent or approval of any person under, result in any payment under, result in or permit the termination of or a right of termination or cancelation under, the granting of a license to another person, the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or other instrument binding upon Parent or Merger Sub or any Permit affecting, or relating in any way to, the assets or business of Parent or Merger Sub or (C) result in the creation or imposition of any Encumbrance, other than Permitted Encumbrances, on any asset of Parent or Merger Sub, except, in the case of the foregoing clause (ii) only, as would not reasonably be expected to individually or in the aggregate, prevent or materially impact the ability of Parent or Merger Sub to consummate the transaction contemplated hereby.

Section 4.04. Consents and Approvals. No consent, approval, order, notification or authorization of, action, nonaction by or in respect of, waiver, clearance, registration, declaration or filing with any Governmental Authority is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreement, except for those required under or in relation to: (a) the applicable requirements of the HSR Act, (b) the applicable requirements of any other Antitrust Laws, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (d) those which if not obtained or made would not reasonably be expected to, either individually or in the aggregate, prevent or materially impact the ability of Parent or Merger Sub to consummate the transfers contemplated by this Agreement.

Section 4.05. Legal Proceedings. There is no suit, action, claim, proceeding (including any cancelation, opposition, inter-partes review, post-grant review, reexamination or other Intellectual Property proceeding before an intellectual property registry or Governmental Authority, but excluding any non-final office actions), investigation or review of any nature pending or, to the knowledge of Parent, threatened (a) against Parent or any of its Subsidiaries or any other person for whom Parent or any of its Subsidiaries may be liable before (or, if threatened, that would be before) or by any Governmental Authority or (b) to which any of the

31

properties or assets of Parent or any of its Subsidiaries are subject, in each case that, as of the date of this Agreement, would reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of Parent or Merger Sub to consummate the transaction contemplated hereby. There is no judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against or, to the knowledge of Parent, investigation by any Governmental Authority involving, Parent or any of its Subsidiaries or any of their respective properties or assets that has had or would reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of Parent and Merger Sub to consummate the transactions contemplated hereby.

Section 4.06. Parent Information. None of the information relating to Parent and its Subsidiaries that is provided in writing by Parent or its Representatives specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 4.07. Financing. As of the date of this Agreement, Parent has received an executed debt commitment letter dated the date hereof (the “Debt Commitment Letter”) from The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Financing Source”), pursuant to which the Financing Source has committed, subject to the terms and conditions set forth therein, to provide to Parent the amount of financing set forth in the Debt Commitment Letter (the “Parent Financing”), for the Financing Purposes (as defined below). A true and complete copy of the fully executed Debt Commitment Letter as in effect on the date hereof has been provided to the Company. A true and complete copy of each fee letter and engagement letter related to the Debt Commitment Letter as in effect on the date hereof has been provided to the Company, except that the numerical fees and other commercially sensitive numbers specified therein may have been redacted. There are no side letters or other agreements or arrangements (except for any fee letters, engagement letters with respect to the Parent Financing and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to the Parent Financing. Parent has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, the Debt Commitment Letter is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, each other party thereto, and in full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect, and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of Parent. As of the date hereof, no amendment or modification to, or withdrawal, termination or rescission of, the Debt Commitment Letter is contemplated. Assuming (a) the funding of the Carve-Out Consideration, (b) the funding of the Parent Financing in accordance with the Debt Commitment Letter and (c) the accuracy of the representations and warranties set forth in Section 3.02(a) and Section 3.02(c), Parent and Merger Sub, together, will have at or prior to the Effective Time all of the funds necessary for the payment of the Merger Consideration in respect of all shares of Company Common Stock converted pursuant to Section 2.01(a)(i) and any other cash amounts payable pursuant to this Agreement or in connection with the Merger and the other transactions contemplated by this

32

Agreement by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement and payment of all fees and expenses of Parent or Merger Sub related to the foregoing (collectively, the “Financing Purposes”). As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Parent Financing or any provisions that could reduce the aggregate amount of the Parent Financing set forth in the Debt Commitment Letter or the aggregate proceeds contemplated by the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, Parent does not have any reason to believe that any of the conditions to the Parent Financing will not be satisfied on a timely basis or that the Parent Financing will not be available to Parent on the date on which the Closing should occur pursuant to Section 1.02. Parent affirms that its obligations under this Agreement are not subject to any conditions regarding Parent, its Affiliates’ or any other person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement.

Section 4.08. Interested Stockholder. Neither Parent nor any of its Subsidiaries is, or has been at any time during the period commencing three years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL.

Section 4.09. No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws (or similar organizational documents) of Parent or the applicable rules of any exchange on which securities of Parent are traded, if any, in order for Parent to consummate the Merger and the Parent Financing.

Section 4.10. Broker’s Fees. No broker, investment banker, financial advisor or other person, other than Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or its Subsidiaries. Parent has furnished to the Company a true, complete and correct copy of each agreement between Parent or any of its Subsidiaries and any person entitled to such fee or expense reimbursement.

Section 4.11. Disclaimer of Warranties. Parent and Merger Sub acknowledge that neither the Company, its Subsidiaries nor any other person has made any express or implied representation or warranty on behalf of the Company or any of its Affiliates as to the accuracy or completeness of any information regarding the Company provided to Parent and Merger Sub, except as expressly set forth in Article III, and Parent and Merger Sub further agree that neither the Company, its Subsidiaries nor any other person shall have or be subject to any liability to Parent, Merger Sub or any other person resulting from the distribution to Parent and Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including the “Information,” as defined in the Confidentiality Agreement, dated August 28, 2013, between the Company and Parent, as amended (the “Parent Confidentiality Agreement”). In connection with any investigation by Parent and Merger Sub of the Company and its Subsidiaries, Parent and Merger Sub have received or may receive from the

33

Company and/or its Affiliates and/or other persons on behalf of the Company certain projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Parent and Merger Sub shall have no claim against the Company or any other person with respect thereto. Accordingly, Parent and Merger Sub acknowledge that neither the Company nor any other person on behalf of the Company makes any representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

ARTICLE V

COVENANTS

Section 5.01. Conduct of the Energy Storage Business. Except as required by this Agreement, as required by applicable Law or with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement until the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 8.01, the Company shall, and shall cause each of its Subsidiaries to, (x) to the extent within its control, conduct the Energy Storage Business in the ordinary course consistent with past practice and (y) use commercially reasonable efforts to maintain and preserve intact the Energy Storage Business’ organization, assets, present line of business, rights, permits, business relationships with customers, suppliers and partners and retain the services of its officers and employees. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 8.01, except as expressly permitted by this Agreement or the APA, as required by applicable Law, as set forth in the corresponding subsection of Section 5.01 of the Company Disclosure Schedule or with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, the Company shall not, and shall cause each of its Subsidiaries not to:

(a) incur or assume any Indebtedness for borrowed money or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Indebtedness for borrowed money (other than a wholly owned Subsidiary of the Company), or make or forgive any loan or advance to, any person (other than a wholly owned Subsidiary of the Company), except for (i) borrowings under the Company’s current credit facilities in the ordinary course of business consistent with past practice, (ii) the issuance of letters of credit or surety bonds required to be obtained by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice or (iii) entry into any capitalized lease obligations in the ordinary course of business consistent with past practice);

(b) redeem, repurchase, defease, cancel or otherwise acquire any Indebtedness of the Company or any of its Subsidiaries (other than (i) (A) at stated maturity or (B) the making of any required amortization payments and mandatory prepayments, in each case in accordance with the terms of the instrument or agreements, as the case may be, governing such Indebtedness as in effect on the date hereof, or (ii) in the ordinary course of business consistent with past practice);

34

(c) amend or modify in any material respect any Contract with respect to Indebtedness of the Company or any of its Subsidiaries;

(d) adjust, split, combine or reclassify any of its capital stock, voting securities or other equity interests;

(e) make, declare, set aside or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, voting securities or other equity interests or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exercisable or exchangeable for any shares of its capital stock, voting securities or other equity interests;

(f) issue, sell, pledge, dispose of, grant or encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of capital stock or other securities of the Company or any of its Subsidiaries or any subscriptions, options, warrants, calls, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units or other rights of any kind to acquire shares of capital stock or other securities of the Company or any of its Subsidiaries, other than issuances of capital stock or other securities issuable pursuant to Company Incentive Awards granted prior to the date hereof in accordance with the terms thereof which are outstanding on the date hereof;

(g) (i) except (A) as made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers or directors of the Company or any of its Subsidiaries or (B) as required by the terms of any Company Benefit Plan or Contract as in effect on the date of this Agreement, (1) increase the wages or salaries of any past, present or future employee of the Company or any of its Subsidiaries, (2) pay or provide, or increase or accelerate the accrual rate, vesting or timing of payment or funding of, any other compensation, benefits or other rights of any employee of the Company or any of its Subsidiaries (including any new or increased incentive compensation (cash or equity) or severance entitlement), (3) grant or provide any severance or termination payments or benefits to any current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries (including any obligation to gross-up, indemnify or otherwise reimburse any such individual for any Tax incurred by any such individual, including under Section 409A or 4999 of the Code), (4) hire any employee of the Company or any of its Subsidiaries or engage any other individual to provide services to the Company or any of its Subsidiaries, other than the hiring of employees with base pay not in excess of $250,000, or (5) terminate the employment of any current employee with a title of President or above or the engagement of any individual independent contractor of the Company or any of its Subsidiaries other than for cause or for performance-related reasons, or (ii) except as required by the terms of any Company Benefit Plan or Contract as in effect on the date of this Agreement, cause any compensation to be funded in a “rabbi” or “secular” trust;

35

(h) except (i) as required by the terms of any Company Benefit Plan or Contract as in effect on the date of this Agreement or (ii) in the ordinary course of business consistent with past practice with respect to employees who are not executive officers or directors of the Company or any of its Subsidiaries, establish, adopt or become a party to any new employee benefit or compensation plan, program, commitment or agreement or any collective bargaining agreement or amend or terminate any Company Benefit Plan (provided that this Section 5.01(h) shall not prohibit any amendment or termination of any Company Benefit Plan that affects the executive officers and directors of the Company in substantially the same way such amendment or termination affects all other applicable employees if such amendment or termination is (x) required by applicable Law, (y) required by the terms of the applicable Company Benefit Plan as in effect on the date of this Agreement or (z) in the ordinary course of business consistent with past practice);

(i) sell, transfer, license, sublicense, lease, mortgage, encumber or otherwise dispose of any properties or assets to any person, other than (A) sales, transfers, licenses, sublicenses and leases to the Company or any of its Subsidiaries, (B) Permitted Encumbrances incurred in the ordinary course of business consistent with past practice, (C) sales of inventory or used equipment in the ordinary course of business consistent with past practice and (D) sales of other properties or assets (other than Intellectual Property) with a fair market value that does not exceed $1,000,000 individually or $5,000,000 in the aggregate;

(j) dispose of or abandon, allow to lapse or fail to maintain any Owned Intellectual Property, other than, solely with respect to Intellectual Property that the Company determines in good faith, exercising reasonable judgment, is not material to the current conduct of the Energy Storage Business, in the ordinary course of business consistent with past practice;

(k) enter into any material new line of business;

(l) make any investment (whether by merger, consolidation, acquisition of stock or assets, joint venture or otherwise) either by purchase of stock or securities, contributions to capital, property transfers or purchase of any division or business or all or any significant portion of the property or assets of any person (other than (i) acquisitions not in excess of $5,000,000 individually or $10,000,000 in the aggregate or (ii) in a wholly owned Subsidiary of the Company, in each case in the ordinary course of business consistent with past practice);

(m) commence or settle any action, claim, lawsuit or proceeding, other than (i) the commencement or settlement of any such proceedings in the ordinary course of business consistent with past practice or (ii) the settlement of any such actions, claims, lawsuits or proceedings against the Company or any of its Subsidiaries (or for which the Company or any of its Subsidiaries may be liable), which settlement (A) involves monetary payments of no greater than $1,000,000 individually and $5,000,000 in the aggregate above the applicable reserve, if any, reflected in the consolidated balance sheet of the Company and its Subsidiaries included in its Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2014 (after taking into account any applicable insurance proceeds), (B) imposes no material obligations or restrictions on the Company or any of its Subsidiaries, (C) provides for a complete release of the Company and its Subsidiaries of all claims and (D) does not provide for any admission of liability by the Company or any of its Subsidiaries; provided that prior to the commencement or settlement of any material action, claim, lawsuit or proceeding with respect to Intellectual Property, the Company will consult with, and consider in good faith the views of, Parent;

36

(n) amend or propose to amend its certificate of incorporation, bylaws or other similar governing documents, or, subject to Section 5.03, otherwise take any action to exempt any person from any provision of such certificate of incorporation, bylaws or other similar governing documents;

(o) enter into, assign, assume, extend, modify, terminate or amend in any material respect, or grant any release or waiver or relinquish any material right under, any Material Contract, material Lease or any other Contract that, if entered into prior to the date hereof would constitute a Material Contract or a material Lease, in each case except in the ordinary course of business consistent with past practice;

(p) make any capital expenditures, other than capital expenditures (i) in the ordinary course of business consistent with past practice, (ii) that are accounted for in the Company’s current capital expenditure plans set forth in Section 5.01(p) of the Company Disclosure Schedule, or (iii) that are not in excess of $5,000,000 individually or $10,000,000 in the aggregate;

(q) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Merger), including for the avoidance of doubt, any transfer of equity interests of any Subsidiary;

(r) implement or adopt any change in the Tax accounting or financial accounting principles, practices or methods used by the Company or its Subsidiaries, other than as may be required by changes in applicable Law or GAAP;

(s) (i) make any material Tax election or take any position on a Tax Return filed on or after the date of this Agreement or adopt any method therein that is inconsistent with elections made, positions taken or methods used in preparing or filing similar returns in prior periods unless such position or election is required by applicable Law, or a change in GAAP or other applicable accounting standards, (ii) enter into any settlement or compromise of any material Tax liability, (iii) file any amended Tax Return that would result in a material change in Tax liability, taxable income or loss, (iv) change any annual Tax accounting period, (v) enter into any closing agreement relating to any material Tax liability, (vi) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability or (vii) give or request any waiver of a statute of limitation with respect to any Tax Return;

(t) change in any material respect its policies or practices regarding accounts receivable or accounts payable or fail to manage working capital in the ordinary course of business consistent past practices; or

(u) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.01.

Section 5.02. Control of Operations. Nothing contained in this Agreement shall give Parent or the Carve-Out Buyer, directly or indirectly, the right to control or direct the Company’s

37

operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.

Section 5.03. No Solicitation.

(a) From and after the date of this Agreement until the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 8.01, neither the Company, its Subsidiaries nor any of its or their respective officers or directors shall, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ respective employees, investment bankers, attorneys, accountants and other advisors and representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, collectively, its “Representatives”) not to, directly or indirectly:

(i) solicit, initiate, knowingly facilitate (including by way of furnishing information or assistance) or knowingly encourage any inquiries regarding, or the making of any inquiry, offer or proposal (whether written or oral, binding or nonbinding) that constitutes, or could reasonably be expected to lead to, a Competing Proposal;

(ii) enter into, engage in, continue, conduct or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, offer or proposal (whether written or oral, binding or nonbinding) that constitutes, or would reasonably be expected to lead to, a Competing Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 5.03 and to limit its conversation or other communication exclusively to such referral); or

(iii) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, Contract, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Competing Proposal.

(b) The Company shall, and shall direct its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with (and provision of information to) any person conducted heretofore with respect to any actual or potential Competing Proposal and promptly cause the prompt return or destruction of all confidential information previously furnished in connection therewith. From and after the date of this Agreement until the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause its controlled Affiliates not to, (i) release or permit the release of any person from, waive or terminate or permit the waiver or termination of, or amend or modify or permit the amendment or modification of, (A) any provision of any “standstill” or similar agreement to which the Company or any of its controlled Affiliates is a party (provided that the Company may amend any such agreement to the extent required to permit the submission of a Competing Proposal to the Company Board on a confidential basis if the Company Board shall have determined in good faith, after consultation with its outside legal counsel and independent financial advisor, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided, further,

38

that any such amendment be conditioned upon the applicable counterparty agreeing that the Company shall not be prohibited from providing any information to Parent (including information regarding any such Competing Proposal) in accordance with, and otherwise complying with, this Section 5.03) or (B) any confidentiality provision in any agreement to which the Company or any of its controlled Affiliates is a party or (ii) approve any transaction under, or any person becoming an “interested stockholder” under, Section 203 of the DGCL. Except to the extent otherwise permitted by the proviso in the preceding sentence, the Company shall, and shall cause its controlled Affiliates to, enforce the confidentiality and standstill provisions of all agreements to which it or its controlled Affiliates are a party. Neither the Company nor any of its Subsidiaries shall reimburse or agree to reimburse the expenses of any third party in connection with any Competing Proposal or any inquiry, proposal or offer which could reasonably be expected to lead to a Competing Proposal.

(c) Notwithstanding the restrictions set forth in Section 5.03(a), if at any time following the date hereof and prior to obtaining the Stockholder Approval, (i) the Company receives a bona fide, unsolicited written Competing Proposal that the Company Board determines in good faith, after consultation with its outside legal counsel and independent financial advisor, constitutes, or could reasonably be expected to lead to, a Superior Proposal, (ii) such Competing Proposal did not result from a material breach of this Section 5.03, (iii) the Company Board determines in good faith, after consultation with its outside legal counsel and independent financial advisor, that the failure to take the actions described in clauses (A) and (B) below would be inconsistent with the Company Board’s fiduciary duties under applicable Law and (iv) before taking the actions described in clause (A) below, the Company receives from the person making such Competing Proposal an executed confidentiality agreement on terms at least as favorable to the Company as those contained in the Confidentiality Agreement (provided that such confidentiality agreement shall not be required to restrict the submission of a Competing Proposal to the Company Board on a confidential basis), the Company may (A) furnish nonpublic information to the person making such Competing Proposal, if, to the extent not previously furnished, the Company contemporaneously furnishes such information to Parent and (B) participate in discussions or negotiations with such person (and its Representatives) making such Competing Proposal with respect to such Competing Proposal. The Company shall promptly notify Parent (within no more than 48 hours) of the communication or receipt of any Competing Proposal, indicating, in connection with such notice, the identity of the person making such Competing Proposal or request and the material terms and conditions thereof. The Company shall keep Parent reasonably informed on a current basis (within no more than 48 hours) as to the status of (including any material developments, discussions or negotiations regarding) any such Competing Proposal (including whether such Competing Proposal has been withdrawn or rejected and any material change to the terms thereof). The Company agrees that it and its controlled Affiliates will not enter into any agreement with any person which prohibits the Company from providing any information to Parent in accordance with, or otherwise complying with, this Section 5.03.

(d) From and after the date of this Agreement until the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 8.01, except to the extent permitted by Section 5.03(e), neither the Company Board nor any committee thereof shall (i) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, in any manner, the Board Recommendation (a “Change of

39

Recommendation”), (ii) approve or recommend or resolve to or propose publicly to approve or recommend, any Competing Proposal or (iii) authorize, cause or permit the Company or any of its Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition or other agreement or understanding relating to, or that is intended or would reasonably be expected to lead to, any Competing Proposal (other than a confidentiality agreement permitted by Section 5.03(c)) or resolve, propose publicly or agree to do any of the foregoing.

(e) Notwithstanding anything in this Agreement to the contrary, if (i) there shall occur any material event that (A) is not related to a Competing Proposal, and (B) was not known to or reasonably foreseeable by the Company Board as of the date of this Agreement but became known to the Company Board prior to the Stockholder Approval (any such material event, an “Intervening Event”) and (ii) the Company Board shall have determined in good faith, after consultation with its outside legal counsel and independent financial advisor, that the failure to effect a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law, then prior to the receipt of the Stockholder Approval the Company Board may, subject to compliance with this Section 5.03(e), effect a Change of Recommendation; provided, however, that prior to so effecting a Change of Recommendation, (x) the Company shall have provided to Parent at least five business days prior written notice of its intention to take such action, which notice shall include, in reasonable detail, the reasons therefor and a summary of all material facts and circumstances related to the applicable Intervening Event, (y) the Company shall have negotiated, and directed its Representatives to negotiate, in good faith with Parent and its Representatives during such notice period (to the extent Parent desires to negotiate) with respect to any revisions to the terms of this Agreement proposed by Parent such that the failure of the Company Board to effect such Change of Recommendation, in the Board’s good faith determination, would no longer be inconsistent with its fiduciary duties under applicable Law and (z) upon the end of such notice period, the Company Board shall have considered in good faith all revisions to the terms of this Agreement proposed in writing by Parent and shall have determined, after consultation with its outside legal counsel and independent financial advisor, that the failure to effect such Change in Recommendation would nevertheless continue to be inconsistent with its fiduciary duties under applicable Law.

(f) Notwithstanding anything in this Agreement to the contrary, if the Company Board shall have determined in good faith, after consultation with its outside legal counsel and independent financial advisor, that a bona fide, unsolicited written Competing Proposal made after the date hereof that did not result from a breach of the Company’s obligations under this Section 5.03 constitutes a Superior Proposal and that the failure of the Company Board to approve, recommend or enter into a definitive agreement relating to such Superior Proposal would be inconsistent with its fiduciary duties under applicable Law, then at any time prior to the receipt of the Stockholder Approval the Company Board may, subject to compliance with this Section 5.03(f), cause the Company to terminate this Agreement pursuant to Section 8.01(g) in order to concurrently enter into a definitive agreement that constitutes a Superior Proposal upon (and subject to) paying the Termination Fee in accordance with Section 8.02; provided, however, that prior to so terminating the Agreement, (i) the Company shall have provided to Parent at least five business days prior written notice of its intention to take such action (a “Notice of Superior Proposal”), which notice shall include, in reasonable detail,

40

the reasons therefor and any information and materials required to be delivered under Section 5.03(c) that have not yet been provided to Parent, (ii) the Company shall have negotiated, and directed its Representatives to negotiate, in good faith with Parent and its Representatives during such notice period (to the extent Parent desires to negotiate) with respect to any revisions to the terms of this Agreement proposed by Parent such that such Superior Proposal would no longer constitute a Superior Proposal and (iii) upon the end of such notice period, the Company Board shall have considered in good faith all revisions to the terms of this Agreement proposed in writing by Parent, and shall have determined, after consultation with its outside legal counsel and independent financial advisor, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal if the proposed revisions were to be given effect and that the failure of the Company Board to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable Law. Any change to the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of a Superior Proposal shall require the Company to deliver to Parent a new Notice of Superior Proposal and a new five business day notice period shall commence thereafter.

(g) Nothing contained in this Agreement shall prohibit the Company Board from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or (ii) making any disclosure to its stockholders if the Company Board shall have determined in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with any applicable Law; provided, that the Company Board may not effect a Change of Recommendation, unless permitted to do so by Section 5.03(e), provided, further, that any disclosure (other than a “stop-look-and-listen” communication to its stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act) made pursuant to Rule 14d-9 or 14e-2(a) shall be deemed to be a Change of Recommendation, unless the Company Board expressly reaffirms in such disclosure the Board Recommendation. The Company shall not submit to the vote of its stockholders any Competing Proposal or Superior Proposal prior to the termination of this Agreement.

(h) The Company shall ensure that its Representatives are aware of the provisions of this Section 5.03. Any material violation of the restrictions contained in this Section 5.03 by any of its Representatives shall be deemed to be a material breach of this Section 5.03 by the Company.

(i) For purposes of this Agreement:

(i) “Competing Proposal” means any inquiry, offer or proposal (from any person or group of persons other than Parent or its Subsidiaries) relating to, or that may lead to, in a single transaction or a series of related transactions, (A) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, joint venture or similar transaction involving the Company or any of its material Subsidiaries, (B) any acquisition of 15% or more of the outstanding Company Common Stock or securities of the Company representing more than 15% of the voting power of the Company, (C) any acquisition (including the acquisition of stock in any Subsidiary of the Company) of the Company, including pursuant to a joint venture, representing 15% or more of the consolidated assets, revenues or net income of the Company, (D) any tender offer or

41

exchange offer that if consummated would result in any person beneficially owning 15% or more of the outstanding Company Common Stock or securities of the Company representing more than 15% of the voting power of the Company or (E) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock (or voting power of securities of the Company other than the Company Common Stock) involved is 15% or more.

(ii) “Superior Proposal” means a bona fide, unsolicited written Competing Proposal (A) that if consummated would result in a person other than Parent or its Subsidiaries (or in the case of a direct merger between such person and the Company, the stockholders of such person) acquiring, directly or indirectly, (1) all or substantially all of the outstanding Company Common Stock or (2) all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, and (B) that the Company Board determines in good faith, after consultation with its outside legal counsel and independent financial advisor, taking into account all the terms of the Competing Proposal (including the legal, financial and regulatory aspects of such proposal, the identity of the person making such proposal and the conditions for completion of such proposal) is more favorable, from a financial point of view, to the Company’s stockholders than the transactions contemplated by this Agreement (taking into account any revised proposal to amend the terms of this Agreement).

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01. Preparation of the Proxy Statement; Stockholder Meetings.

(a) The Company shall file with the SEC the Proxy Statement as soon as practicable following the date of this Agreement and shall use its reasonable best efforts, to the extent within its control (and, for the avoidance of doubt, subject to the fourth sentence of this Section 6.01(a)), to do so within twenty (20) business days after the date hereof. The Company will respond as promptly as practicable to any comments from the SEC or the staff of the SEC on the Proxy Statement. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable. No filing of, or amendment or supplement to the Proxy Statement (or response to any comments thereon) will be made by the Company, without obtaining Parent’s prior consent, which shall not be unreasonably withheld, delayed or conditioned. The Company shall promptly notify Parent of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, or the Merger.

(b) The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. To the extent within its control, the Company shall cause the Proxy Statement, at and from the date it is first mailed to the stockholders of the Company until the Company Stockholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If

42

at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Proxy Statement, so that such document would not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the stockholders of the Company.

(c) The Company shall, as soon as reasonably practicable following the date the Proxy Statement is permitted by applicable Law to be mailed to the Company’s stockholders, take all actions necessary to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of seeking the Stockholder Approval (the “Stockholders Meeting”), in accordance with applicable Laws, the Company Certificate and the Company Bylaws; provided that the Company may postpone or adjourn the Stockholders Meeting only (A) with the written consent of Parent or (B) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Laws. In connection with the Stockholders Meeting, the Company shall (i) unless there has been a Change of Recommendation in accordance with Section 5.03(e), use reasonable best efforts to obtain the Stockholder Approval (including by soliciting proxies in favor of the adoption of this Agreement and ensuring that all proxies so solicited are solicited in compliance with all applicable Laws and the rules of the New York Stock Exchange) and (ii) otherwise comply with all legal requirements applicable to such meeting. The Company shall include in the Proxy Statement the Board Recommendation, unless there has been a Change of Recommendation in accordance with Section 5.03(e). Without limiting the generality of the foregoing, the Company shall submit the Merger and this Agreement for the approval of its stockholders at the Stockholder Meeting whether or not a Change of Recommendation shall have occurred or a Competing Proposal shall have been publicly announced or otherwise made known to the Company, the Company Board, its Representatives or its stockholders and there shall be no vote of the Company’s stockholders in respect of any Competing Proposal prior to the Stockholders Meeting. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Stockholders Meeting, provided, however, that the Company may, in its sole discretion, combine the Stockholders Meeting with its Annual Meeting of Stockholders and include the applicable matters thereto among the matters to be voted on by the Company’s stockholders at the Stockholders Meeting if either (x) the Company is so required by applicable Law or (y) the combination of the Stockholders Meeting with the Company’s Annual Meeting of Stockholders would not reasonably be expected to delay the Stockholders Meeting; provided, further, that nothing in this Section 6.01(c) shall prohibit the Company from holding its Annual Meeting of Stockholders separate from the Stockholders Meeting.

43

Section 6.02. Access to Information; Confidentiality. Subject to the Confidentiality Agreements and applicable Laws, the Company shall to the extent within its control afford to Parent and its Representatives reasonable access during normal business hours during the period from the date hereof until the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 8.01, to all of its and its Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish to Parent promptly all other information concerning its business, properties and personnel as Parent may reasonably request, in each case, to the extent reasonably available and related to the Energy Storage Business, the Merger or the other transactions contemplated by this Agreement. Parent shall hold, and shall cause its Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Parent Confidentiality Agreement, with the terms of the Parent Confidentiality Agreement continuing in effect following execution of this Agreement. The foregoing shall not require the Company to provide any such access or information to the extent that doing so would reasonably be expected to (w) result in a waiver of an attorney-client privilege or loss of attorney work product, (x) violate any Law, (y) violate any contract currently applicable to it or its Subsidiaries or (z) result in the disclosure of commercially sensitive information; provided that the Company shall provide notice to Parent of the fact that it is withholding such access or information and thereafter reasonably cooperate with Parent and use reasonable best efforts to cause such information or access to be provided in a manner that would not reasonably be expected to result in any such waiver or loss of privilege (including by entering into a common interest or joint defense agreement), violation or disclosure of commercially sensitive information (including by entering in to a “clean team” or similar agreement). No access or information provided pursuant to this Section 6.02 will operate as a waiver or otherwise affect any of the representations, warranties, covenants or agreements of the parties contained in this Agreement.

Section 6.03. Reasonable Best Efforts; Antitrust Filings; Other Actions.

(a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall use 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 each other in doing, all things necessary, proper or advisable to consummate and make effective, on or prior to the Termination Date, the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, each of the Company and Parent shall (i) use reasonable best efforts to cause the conditions set forth Section 7.01 and Section 7.02 (in the case of the Company) and Section 7.03 (in the case of Parent) to be satisfied prior to the Termination Date, (ii) prepare and file as promptly as reasonably practicable the submissions under all Antitrust Laws required to consummate the Merger and the other transactions contemplated hereby and, if requested, to promptly amend or furnish additional information thereunder, (iii) use reasonable best efforts to obtain all necessary actions or nonactions, waivers, clearances, consents, permits and approvals from Governmental Authorities and make all necessary registrations, notifications and filings and take all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority prior to the Termination Date, (iv) use reasonable best efforts to obtain all necessary consents or waivers from non-Governmental Authority third parties (provided that in no event shall the Company be obligated to pay or to commit to pay to any person whose consent or waiver is being sought any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such person in

44

connection with such consent or waiver), and (v) as promptly as reasonably practicable following the receipt thereof, respond to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by the Company, Parent, or any of their respective Affiliates from any Governmental Authority. The Company and Parent shall, subject to applicable Law, use reasonable best efforts to (i) cooperate and coordinate with the other in the taking of the actions contemplated by the immediately preceding sentence and (ii) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall as promptly as reasonably practicable inform the other party or parties hereto, as the case may be, of any communication to or from any Governmental Authority regarding the Merger and any other transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as promptly as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the Merger and the other transactions contemplated by this Agreement. To the extent reasonably practicable and subject to the provisions of Section 6.02, legal counsel for Parent and for the Company shall have the right to review in advance, and will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any third party or Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement (provided that these materials may be redacted to the extent necessary to address reasonable attorney-client or other privilege, or other confidentiality concerns; provided, further, that the parties shall use reasonable best efforts to cause the information so redacted to be provided in a manner that would not reasonably be expected to result in any waiver or loss of such privilege, including by entering into a common interest or joint defense agreement). In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as reasonably practicable. Information disclosed pursuant to this Section 6.03 shall be subject to the Confidentiality Agreement, and the parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations thereunder. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

(b) Each of the Company and Parent agrees to cooperate with the other and use reasonable best efforts to resolve such objections, if any, as may be asserted under any Antitrust Law by the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority of competent jurisdiction with respect to the Merger or the other transactions contemplated by this Agreement or the APA, to permit the Merger, the other transactions contemplated by this Agreement and the transactions contemplated by the APA to be consummated in the most expeditious manner practicable and in any event prior to the Termination Date. Notwithstanding anything to the contrary set forth in

45

this Agreement, nothing in this Agreement shall be deemed to require Parent or any of its Subsidiaries to, and the Company shall not, and shall cause its Subsidiaries not to, in connection with the resolution of any such objections, agree to any sale, divestiture, license or other disposition of shares of capital stock or of any business, assets or property, or the imposition of any limitation on the ability of any of them to conduct their respective businesses or to own or exercise control of such stock, businesses, assets and properties other than the sale, divestiture or disposition of a wet process manufacturing facility or wet process manufacturing assets and equipment (including the transfer or royalty-free license of any Intellectual Property reasonably necessary to operate such facility, assets or equipment), in each case, used by Parent or the Company or any of their respective Subsidiaries in the production of lithium battery separator material, that collectively have an annual production capacity of no more than 40 million square meters.

(c) The parties shall work cooperatively together on all communications and strategy relating to the Antitrust Laws and litigation matters (provided that each party acts in good faith and the Company is not constrained from complying with applicable Law), subject to consultations with and the inclusion of the other party at meetings with Governmental Authorities involving substantive issues under the Antitrust Laws, unless the inclusion of one party is reasonably determined by the other party after good faith consultation by both parties to be strategically detrimental to the ultimate goal of obtaining clearance of the Merger and the other transactions contemplated by this Agreement or the APA.

Section 6.04. Directors’ and Officers’ Indemnification and Insurance.

(a) Parent and Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or any of its Subsidiaries (the “Indemnified Parties”) as provided in the Company Certificate, the Company Bylaws (or equivalent organizational documents of any of the Company’s Subsidiaries) or in any agreement set forth on Section 6.04(a) of the Company Disclosure Schedule and a copy of which have been made available to Parent (an “Indemnity Agreement”), each as in effect on the date of this Agreement, shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of not less than six years after the Effective Time, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless, and advance expenses to the Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent provided by: (i) the Company Certificate, the Company Bylaws (or equivalent organizational documents of the Company’s Subsidiaries) as in effect on the date of this Agreement; and (ii) any Indemnity Agreement between any such Indemnified Party, on the one hand, and the Company or any of its Subsidiaries, on the other hand, as in effect on the date of this Agreement.

(b) Without limiting the provisions of Section 6.04(a), from and after the Effective Time, Parent shall cause the Surviving Corporation to (and shall guarantee the obligations of the Surviving Corporation under this Section 6.04(b)), in the same manner as provided by the

46

Company immediately prior to the date hereof: (i) indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, each Indemnified Party from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement (including, in each case, any interest or assessments thereon) in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer or employee of the Company or any of its Subsidiaries prior to the Effective Time; or (B) the Merger, this Agreement, the APA and any transactions contemplated hereby or thereby; and (ii) pay (within 30 days following any request for advancement) the expenses (including reasonable attorneys’ fees) of any Indemnified Party incurred in connection with any such claim, action, suit, proceeding or investigation upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified, in each case, to the extent that such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company or any of its Subsidiaries pursuant to the Company Certificate, the Company Bylaws, the equivalent organizational documents of any of the Company’s Subsidiaries or any Indemnity Agreement. Notwithstanding the foregoing, the Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

(c) Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than six years after the Effective Time, the Indemnified Parties who are insured under the Company’s directors’ and officers’ insurance and indemnification policy with an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the existing policy of the Company; provided that Parent and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium paid as of the date hereof by the Company for such insurance; provided, further, that if the annual premiums of such insurance coverage at any time exceed such amount, Parent or the Surviving Corporation shall obtain a policy which, in its good faith determination, provides the greatest coverage available for a cost not exceeding such amount. Notwithstanding anything in this Agreement to the contrary, the Company may and at Parent’s request shall purchase a “tail” directors’ and officers’ insurance and indemnification policy; provided that payment for each year of insurance coverage provided by such “tail” directors’ and officers’ insurance policy shall not exceed 300% of the annual premium paid as of the date hereof by the Company. Any such “tail” directors’ and others’ insurance policy will satisfy Parent’s obligations under this Section 6.04(c) to provide D&O Insurance.

(d) The Indemnified Parties to whom this Section 6.04 applies shall be third party beneficiaries of this Section 6.04. The provisions of this Section 6.04 are intended to be for the benefit of each Indemnified Party and his or her successors, heirs and representatives.

(e) This Section 6.04 shall survive the consummation of the Merger and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation

47

and its Subsidiaries, and shall be enforceable by the Indemnified Parties and their successors, heirs or representatives. In the event that Parent, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets to any person, then, and in each such case, proper provision shall be made so that such other person or the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall succeed to its obligations set forth in this Section 6.04.

Section 6.05. Fees and Expenses. Except as otherwise provided in this Agreement, all fees and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

Section 6.06. Public Announcements. The parties agree that the initial press releases to be issued with respect to the Merger and the other transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Parent and the Company shall (a) consult with each other before issuing or making, (b) give each other the opportunity to review and comment upon, (c) consider in good faith the views of each other with respect to and (d) not issue or make without the prior written consent of the other (which consent shall not to be unreasonably withheld, delayed or conditioned), any press release or other public statement with respect to the transactions contemplated by this Agreement, including the Merger; provided that either Parent or the Company may, without the prior written consent of the other (but after prior consultation, to the extent practicable in the circumstances) issue a press release or make any other public statement to the extent required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

Section 6.07. Stock Exchange Delisting; Deregistration. Prior to the Effective Time, the Company shall use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part under applicable Laws and rules and policies of the New York Stock Exchange to cause the delisting of the Company and of the shares of Company Common Stock from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the shares of Company Common Stock under the Exchange Act as promptly as practicable after such delisting.

Section 6.08. Stockholder Litigation. The Company shall promptly notify Parent of any stockholder litigation against it and/or its directors relating to this Agreement, the APA, the Merger and/or the transactions contemplated by this Agreement or the APA and shall keep Parent reasonably informed regarding any such stockholder litigation. Without limiting Section 5.01(m), the Company shall give Parent the opportunity to participate in the defense or settlement of any such stockholder litigation and shall give due consideration to the other party’s advice with respect to such stockholder litigation.

Section 6.09. Employee Matters.

(a) For the one-year period following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, (i) provide each Company Covered Employee employed by the

48

Company or one of its Subsidiaries as of the Effective Time who continues as an employee of the Surviving Corporation or any of its Subsidiaries with at least the same level of hourly salary or base wages as provided to such Company Covered Employee immediately prior to the Effective Time and (ii) provide each Company Covered Employee employed by the Company or one of its Subsidiaries as of the Effective Time who continues as an employee of the Surviving Corporation or any of its Subsidiaries with employee benefits (including severance) and annual target bonus and target long-term incentive award opportunities that in the aggregate are substantially comparable in the aggregate to the employee benefits (including severance but excluding any change in control benefits) and annual target bonus and target long-term incentive award (understanding that such long-term incentive awards may be designated as cash rather than equity) opportunities provided to such Company Covered Employee under the Company Benefit Plans as in effect immediately prior to the Effective Time. Notwithstanding the foregoing, nothing contained in this Agreement shall (A) prevent the amendment or termination of any Company Benefit Plan in accordance with its terms, or interfere with the right or obligation of Parent or the Surviving Corporation to make such changes as are necessary to conform with applicable Law or (B) limit the right of Parent or the Surviving Corporation to terminate the employment of any employee at any time. For the two-year period following the Effective Time, Parent shall provide, or shall cause to be provided, to each Company Covered Employee employed by the Company or one of its Subsidiaries as of the Effective Time who continues as an employee of the Surviving Corporation or any of its Subsidiaries who suffers a termination of employment under the circumstances described on Section 6.09(a) of the Company Disclosure Schedule, severance benefits in accordance with Section 6.09(a) of the Company Disclosure Schedule (taking into account such Company Covered Employee’s service as required pursuant to Section 6.09(b)). Parent and Merger Sub acknowledge that the transactions contemplated by this Agreement will not impair obligations under any collective bargaining agreement to which the Company or any of its Subsidiaries is a party.

(b) To the extent that a Company Covered Employee commences to participate in an employee benefit plan maintained by Parent or the Surviving Corporation, Parent shall cause such employee benefit plan to (i) recognize the service of such Company Covered Employee with the Company or its Subsidiaries for purposes of eligibility and vesting and benefits (but not for purposes of benefit accruals under any defined benefit plan) under such employee benefit plan to the same extent such service was recognized immediately prior to the Effective Time under a comparable Company Benefit Plan in which such Company Covered Employee was a participant immediately prior to the Effective Time or, if there is no such comparable benefit plan, to the same extent such service was recognized under the defined contribution plan maintained under Section 401(k) of the Code by the Company immediately prior to the Effective Time; provided that (A) recognition of such service shall not be required to the extent that the service of employees other than Company Covered Employees is not so recognized under such employee benefit plans and (B) such recognition of service shall not operate to duplicate any benefits payable to the Company Covered Employee with respect to the same period of service and (ii) with respect to any health, dental or vision plan of Parent or the Surviving Corporation in which any Company Covered Employee commences to participate, in the plan year that includes the year in which such Company Covered Employee commences to participate, (A) cause any pre-existing condition limitations under such Parent or Surviving Corporation plan to be waived with respect to such Company Covered Employee to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Company Covered Employee

49

participated immediately prior to such commencement of participation and (B) recognize any medical or other health deductible and out-of-pocket expenses incurred by such Company Covered Employee in the year that includes the year in which such Company Covered Employee commences to participate for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Parent or the Surviving Corporation.

(c) From and after the Effective Time, Parent shall, and Parent shall cause the Surviving Corporation to, honor, in accordance with the terms thereof as in effect as of the date hereof, each employment agreement and change in control agreement to which the Company or any of its Subsidiaries is a party.

(d) To the extent any bonus amounts under annual bonus, sales and other cash incentive plans of the Company and its Subsidiaries (“Bonus Amounts”) with respect to a fiscal year completed prior to the Closing remain unpaid as of the Closing Date, Parent or the Surviving Corporation shall cause all such Bonus Amounts to be calculated and paid in the ordinary course of business to the eligible Company Covered Employees.

(e) Parent will, following the Effective Time, cause the Surviving Corporation to cooperate with the Carve-Out Buyer to effectuate a transfer to a tax-qualified defined contribution plan designated by the Carve-Out Buyer of outstanding participant loan balances credited to the accounts of employees whose employment will transfer to the Carve-Out Buyer or its Affiliates in connection with the transactions contemplated by the APA in the Surviving Corporation’s tax-qualified defined contribution plan, subject to such representations and covenants as the Surviving Corporation and the Carve-Out Buyer reasonably request, it being understood that this Section 6.09(e) shall not require the Parent, the Surviving Corporation or the Carve-Out Buyer to incur any material expense or actual or potential liability in connection with such transfer.

(f) For the avoidance of doubt, notwithstanding anything to the contrary herein, with respect to any employee of the Company or any of its Subsidiaries who is not a Company Covered Employee, this Section 6.09 shall not impose any restriction or obligation on Parent, the Surviving Corporation or any of their respective Subsidiaries.

(g) This Section 6.09 shall be binding upon and inure solely to the benefit of the parties to this Agreement, and nothing in this Section 6.09, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Section 6.09.

Section 6.10. Notification of Certain Matters.

(a) Subject to applicable Law, the Company shall give prompt notice to Parent of (i) the occurrence or nonoccurrence of any change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be expected to cause any of the conditions to Closing set forth in Section 7.01 or Section 7.02 not to be satisfied, (ii) any notice or other communication received by the Company or any of its Subsidiaries from any third party alleging that the consent of such third party is or may be required in connection with the Merger

50

or the other transactions contemplated by this Agreement, (iii) any notice or other communication received by the Company or any of its Subsidiaries from any customer, supplier, vendor, licensor, licensee or other business partner to the effect that such customer, supplier, vendor, licensor, licensee or other business partner is terminating or otherwise materially adversely modifying its relationship with Company or any of its Subsidiaries as a result of any of the Merger or the other transactions contemplated by this Agreement, (iv) any notice or other communication from any Governmental Authority received by the Company or any of its Subsidiaries in connection with the Merger or the other transactions contemplated by this Agreement (and a copy of any such notice or communication shall promptly be furnished to Parent) and (v) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, including the Merger, of which the Company has knowledge.

(b) Subject to applicable Law, Parent shall give prompt notice to the Company of (i) the occurrence or nonoccurrence of any change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be expected to cause any of the conditions to Closing set forth in Section 7.01 or Section 7.03 not to be satisfied, (ii) any notice or other communication from any Governmental Authority received by Parent or any of its Subsidiaries in connection with the Merger or the other transactions contemplated by this Agreement (and a copy of any such notice or communication shall promptly be furnished to the Company) and (iii) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, including the Merger, of which Parent or Merger Sub has knowledge.

(c) The delivery of any notice pursuant to this Section 6.10 shall not limit or otherwise affect the remedies available hereunder.

Section 6.11. State Takeover Statutes. The Company and its Subsidiaries shall not take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any anti-takeover or similar Law. If any “fair price”, “moratorium”, “control share acquisition”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover Law (including Section 203 of the DGCL) may become, or may purport to be, applicable to the Merger or any other transactions contemplated by this Agreement or the APA, each of the Company and Parent shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such Law on the transactions contemplated hereby or thereby.

Section 6.12. Financing.

(a) Parent shall, at the Company’s request, keep the Company reasonably informed as to the status of the Parent Financing or any alternative financing contemplated by Parent to be obtained in connection with the Merger and the other transactions contemplated by this Agreement.

51

(b) To assist Parent in the arrangement of the Parent Financing, prior to the Closing, the Company shall use its reasonable best efforts to provide, to the extent within its control, to Parent and Merger Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent or Merger Sub that is necessary or advisable in connection with the arrangement and consummation of the Parent Financing, including using its reasonable best efforts to:

(i) participate in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and the sources of the Parent Financing;

(ii) provide reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt, equity or equity-linked financings and, to the extent customary and required pursuant to such financing, provide documentation and other information for a financing of this type, in each case, to the extent reasonably available, relating to the Company or any of its Subsidiaries (but subject to Section 6.12(c) and Section 6.12(d)), including any documentation or other information reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; and

(iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Merger Sub for the Parent Financing.

(c) Notwithstanding anything to the contrary contained in Section 6.12(a) or Section 6.12(b), (i) nothing in this Section 6.12 shall require any cooperation or other action to the extent it would materially interfere with the business or operations of the Company or any of its Subsidiaries, (ii) nothing in this Section 6.12 shall require the Company or any of its Subsidiaries to commit to take any action that is not contingent upon the Closing (including the entry into any agreement or instrument) or that would be effective at or prior to the Effective Time, (iii) the Company Board and the board of directors (or other governing body) of any of the Company’s Subsidiaries shall not be required to approve any financing or agreements related thereto (or any alternative financing) at or prior to the Effective Time or (iv) neither the Company nor any of its Subsidiaries shall be required to execute prior to the Closing any definitive financing documents or other agreements and documents in connection with any financing.

(d) Notwithstanding anything to the contrary contained in Section 6.12(a) or Section 6.12(b), neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or make any other payment (other than for minimal reasonable out-of-pocket costs that are reimbursed by Parent as provided below in this Section 6.12(d)) or incur any other liability or obligation or provide or agree to provide any indemnity in connection with the Parent Financing or any action taken in accordance with Section 6.12(a) or Section 6.12(b) prior to the Effective Time. Parent shall indemnify and hold harmless the Company, its Subsidiaries and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Parent Financing (including any action taken in accordance with Section 6.12(a) or Section 6.12(b)) and any information utilized in connection therewith (other

52

than historical information provided by the Company or its Subsidiaries). Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with this Section 6.12. Except for the representations and warranties of the Company set forth in Article III, the Company shall not have any liability to Parent in respect of any financial statements, other financial information or data or other information provided pursuant to this Section 6.12. Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 7.02(b), as it applies to the Company’s obligations under this Section 6.12, shall be deemed satisfied unless the Company has materially breached its obligations under this Section 6.12 and such breach has materially contributed to the Parent Financing not being obtained.

Section 6.13. Termination of Certain Indebtedness. At least six (6) business days prior to the Closing Date, the Company shall deliver to Parent executed prepayment notices (to the extent the agreements underlying such Indebtedness require such notice) and at least five (5) business days prior to the Closing Date, the Company shall deliver to Parent (a) customary payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, with respect to (i) all Indebtedness of the Company and its Subsidiaries under the Company Credit Agreement (including, for the avoidance of doubt, all obligations under and in respect of any swap, hedging or similar agreement entered into by the Company in connection with such Indebtedness) and (ii) any other Indebtedness for borrowed money specified by Parent to the Company no later than twelve (12) business days prior to the Closing Date. Such payoff letters shall (x) provide for the cash collateralization of any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement), to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank, (y) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such Indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such Indebtedness and (z) release and terminate any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such Indebtedness and any guarantees thereof. At the Closing, the Company shall discharge such Indebtedness and, if applicable, provide for the cash collateralization of any letters of credit in accordance with instructions provided in such payoff letters and, unless otherwise requested by Parent and permitted by the terms governing such Indebtedness, permanently terminate the facilities providing for such Indebtedness and all related agreements (except to the extent necessary to survive with respect to cash collateralized letters of credit, if any, and certain customary obligations that survive the termination thereof).

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01. Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable Law, waiver by such party at or prior to the Closing of the following conditions:

(a) Stockholder Approval. The Stockholder Approval shall have been obtained.

53

(b) HSR Approval. HSR Approval shall have been obtained.

(c) Regulatory Approvals. All other actions, nonactions, waivers, clearances, consents and approvals of (and filings and registrations with) any Governmental Authority identified in Section 7.01(c) of the Company Disclosure Schedule shall have been obtained or made or have occurred, as applicable.

(d) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or other statute, law, rule, legal restraint or legal prohibition (collectively, “Restraints”) shall be in effect prohibiting or otherwise making illegal the consummation of the Merger.

(e) APA Closing. The APA Closing shall have occurred and the Company and its Subsidiaries shall have received the Carve-Out Consideration.

Section 7.02. Conditions to Obligations of Parent and Merger Sub. The respective obligation of each of Parent and Merger Sub to effect the Merger is further subject to the satisfaction or waiver by such party at or prior to the Closing of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Company:

(i) set forth in Section 3.02 (other than Section 3.02(b)) (Capitalization) and Section 3.07(a) (No MAE), shall be true and correct in all respects (other than, in the case of the representations and warranties in Section 3.02 (other than Section 3.02(b)) any such failure to be so true and correct that is de minimis in nature) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time);

(ii) set forth in the first sentence of Section 3.01 (Corporate Organization), Section 3.02(b) (Capitalization), Section 3.03 (Company Subsidiaries), Section 3.04(a) (Authority; No Violation), Section 3.21 (State Takeover Statutes), Section 3.23 (Opinion of Financial Advisor) and Section 3.24 (Broker’s Fees) shall be true and correct in all material respects (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time); and

(iii) set forth in this Agreement, other than those representations and warranties specifically identified in clauses (i) and (ii) of this Section 7.02(a), shall be true and correct in all respects (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time), except where the failure of such representations and warranties to be true and correct in all

54

respects (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

(c) Certificate. Parent shall have received from the Company a certificate signed on behalf of the Company by a duly authorized executive of the Company, certifying that the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.

Section 7.03. Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver by the Company at or prior to the Closing of the following conditions:

(a) Representations and Warranties. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Effective Time as though made at and as of the Effective Time (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time), except where the failure of any such representations and warranties to be true and correct (without giving effect to any “materiality” or similar qualifier set forth therein) has not and would not reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated hereby.

(b) Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing.

(c) Certificate. The Company shall have received from Parent a certificate signed on behalf of Parent by a duly authorized executive officer of Parent, certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Section 7.04. Frustration of Closing Conditions. None of Parent, Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.01, Section 7.02 or Section 7.03, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if, and to the extent, such failure was caused by such party’s intentional and material breach of its obligations under this Agreement, in the case of the Company, the APA or, in the case of Parent, the Debt Commitment Letter.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.01. Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Effective Time, except to the extent otherwise set forth below, whether before or after receipt of the Stockholder Approval, with any termination by Parent also being an effective termination by Merger Sub:

(a) by mutual written consent of Parent and the Company;

55

(b) by either Parent or the Company:

(i) if the Merger shall not have been consummated on or prior to November 23, 2015 (the “Termination Date”); provided, however, that (A) the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any party whose breach of any representation, warranty, covenant or agreement of such party in this Agreement caused the failure of the Merger to be consummated on or prior to such date, (B) if on November 23, 2015, the conditions to Closing set forth in Sections 7.01(b), 7.01(c) or 7.01(d) (in the case of Section 7.01(d), as a result of any Restraint or any pending or threatened suit, action or proceeding by any Governmental Authority or private party, in each case arising under any Antitrust Law) shall not have been satisfied or waived but all other conditions to Closing shall have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied at the Closing or on the Closing Date, shall be capable of being satisfied on such date), then the Termination Date may be extended by either Parent or the Company to February 23, 2016, and (C) in the event the Company and the Carve-Out Buyer are involved in any legal proceeding with respect to the APA in which either the Company or the Carve-Out Buyer is seeking injunctive or other equitable relief, including specific performance, from the other party, then the Termination Date shall be automatically extended to such date that is the earlier of (1) five business days after there has been a final, non-appealable determination with respect to such legal proceeding or such legal proceeding is otherwise finally and conclusively resolved and (2) May 23, 2016;

(ii) if any Restraint having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger shall be in effect and shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b)(ii) shall not be available to any party whose breach of any representation, warranty, covenant or agreement of such party in this Agreement caused such Restraint to be in effect or caused the failure of such Restraint to be removed; or

(iii) if the Stockholder Approval shall not have been obtained at the Stockholders Meeting duly convened therefor (as it may be adjourned or postponed);

(c) by Parent, if there is any breach or inaccuracy of any of the representations or warranties set forth in Article III or if the Company shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement, which breach, inaccuracy or failure to perform (i) would give rise to the failure of a condition set forth in Sections 7.01 or 7.02 and (ii) is incapable of being cured, or is not cured (in each case, to the extent necessary to satisfy the applicable condition set forth in Sections 7.01 or 7.02), by the Company within 30 days following receipt of written notice from Parent of such breach, inaccuracy or failure to perform;

(d) by the Company, if there is any breach or inaccuracy of any of the representations or warranties set forth in Article IV or if Parent or Merger Sub shall have breached or failed to

56

perform any of its covenants or agreements set forth in this Agreement, which breach, inaccuracy or failure to perform (i) would give rise to the failure of a condition set forth in Sections 7.01 or 7.03 and (ii) is incapable of being cured, or is not cured (in each case, to the extent necessary to satisfy the applicable condition set forth in Sections 7.01 or 7.03) by Parent within 30 days following receipt of written notice from the Company of such breach, inaccuracy or failure to perform;

(e) by Parent or the Company, if the APA shall have been terminated for any reason;

(f) by Parent, at any time prior to the receipt of the Stockholder Approval, if:

(i) the Company Board shall have effected a Change of Recommendation;

(ii) (A) any Competing Proposal (or any material modification thereto) is first publicly disclosed by the Company or the Person making such Competing Proposal or any of their respective Representatives after the date the Proxy Statement is first mailed to the stockholders of the Company and (B) the Company Board shall have failed to (publicly, if so requested by Parent) reaffirm the Board Recommendation by the earlier of (1) ten business days following the date such Competing Proposal (or material modification) is first publicly disclosed and (2) three business days prior to the Stockholders Meeting; or

(iii) the Company shall have committed a material breach of its obligations under Section 5.03 or Section 6.01(c); or

(g) by the Company, in accordance with Section 5.03(f).

A party desiring to terminate this Agreement pursuant to clause (b), (c), (d), (e), (f) or (g) of this Section 8.01 shall give written notice of such termination to the other party in accordance with Section 9.02, specifying the provision or provisions hereof pursuant to which such termination is effected.

Section 8.02. Termination Fee.

(a) In the event that:

(i) this Agreement is terminated (A) by Parent pursuant to Section 8.01(f) or (B) by Parent or the Company pursuant to Section 8.01(e) (but, in the case of termination pursuant to Section 8.01(e), only if the APA was terminated by the Carve-Out Buyer pursuant to Section 9.01(f) of the APA);

(ii) this Agreement is terminated (A) by the Company pursuant to Section 8.01(g) or (B) by Parent or the Company pursuant to Section 8.01(e) (but, in the case of termination pursuant to Section 8.01(e), only if the APA was terminated by the Company pursuant to Section 9.01(g) of the APA); or

(iii) (A) after the date hereof and prior to the termination of this Agreement, a Competing Proposal shall have been made public or communicated to the Company Board (or any person shall have publicly announced, communicated or made known to the Company an

57

intention, whether or not conditional, to make a Competing Proposal), (B) this Agreement is terminated (1) by either Parent or the Company pursuant to Section 8.01(b)(i) (unless the Stockholder Approval shall have been obtained prior to any such termination pursuant to Section 8.01(b)(i)), Section 8.01(b)(iii) or Section 8.01(e) (but, in the case of termination pursuant to Section 8.01(e), only if the APA was terminated (x) by the Company or the Carve-Out Buyer pursuant to Section 9.01(b)(i) of the APA (unless the Stockholder Approval shall have been obtained prior to any such termination pursuant to Section 9.01(b)(i) of the APA) or Section 9.01(b)(iii) of the APA or (y) by the Carve-Out Buyer pursuant to Section 9.01(c) of the APA) or (2) by Parent pursuant to Section 8.01(c) and (C) within twelve months after the date of such termination, the Company shall have entered into a definitive agreement to consummate, shall have consummated, or the Company Board shall have recommended to the Company’s stockholders, any transaction of the type referred to in the definition of Competing Proposal (whether or not involving the Competing Proposal referred to in clause (A) above), then the Company shall pay to Parent the Termination Fee. If the Termination Fee becomes payable pursuant Section 8.02(a)(i), then the Company shall pay to Parent the Termination Fee as promptly as practicable (and, in any event, within two business days) following such termination. If the Termination Fee becomes payable pursuant Section 8.02(a)(ii), then the Company shall pay to Parent the Termination Fee concurrently with such termination. If the Termination Fee becomes payable pursuant to Section 8.02(a)(iii), then the Company shall pay to Parent the Termination Fee on the date of consummation of the applicable Competing Proposal. The “Termination Fee” shall mean a cash amount equal to $39 million.

(b) Notwithstanding anything to the contrary in this Agreement, payment of the Termination Fee shall constitute liquidated damages, and from and after such termination as described in Section 8.02(a), the Company shall have no further liability of any kind for any reason in connection with this Agreement or the termination hereof other than as provided under Sections 8.02(a) and 8.02(c); provided that nothing herein shall relieve the Company from any liability for any intentional and material breach hereof prior to such termination (it being understood that, without limiting the foregoing, in the case of any intentional and material breach hereof, any prior payment of the Termination Fee pursuant to this Section 8.02 shall be taken into account when determining any remedies). Except in the case of any intentional and material breach of this Agreement, under no circumstances will Parent be entitled to monetary damages for any loss or other liability of any kind suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder or the failure of the transactions contemplated hereby to be consummated in excess of the Termination Fee together with any amounts due pursuant to Section 8.02(c). In no event shall Parent be entitled to be paid the Termination Fee on more than one occasion.

(c) The Company acknowledges and agrees that the agreements contained in this Section 8.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not have entered into this Agreement. Accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 8.02 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit and the collection of such overdue amount, together with interest on the amount of the judgment, from and including the date such payment was required to be made until but excluding the date of payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 2%.

58

Section 8.03. Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of Section 6.05, Section 6.12(d), Section 8.02, this Section 8.03, Article IX, which provisions shall survive such termination; provided that nothing herein (including the payment of any amounts under Section 8.02) shall relieve any party from any liability for any intentional and material breach hereof prior to such termination. For purposes of this Agreement, “intentional and material breach” means a material breach that is a consequence of an act undertaken by the breaching party with the knowledge (actual or constructive) that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement (it being understood that the failure of any party to consummate the transactions contemplated by this Agreement when known to be or should be known to be required under the terms of this Agreement, as applicable, shall constitute an intentional and material breach), and the aggrieved party will be entitled to all rights and remedies available at Law or in equity, including in the case of a breach by Parent or Merger Sub, liability to the Company for damages, determined taking into account all relevant factors including the lost stockholder premium, if any, suffered by the Company’s stockholders, which shall be deemed damages to the Company, and any benefit to Parent or its stockholders arising from such breach, provided that, in the event that the Company pursues any proceeding against Parent or Merger Sub that alleges the failure of Parent or Merger Sub to consummate the transactions contemplated by this Agreement and seeks monetary damages in connection with such alleged failure, Parent may at any time from the commencement of any such proceeding until, if a court of competent jurisdiction enters a final judgment ordering Parent or Merger Sub to pay any such damages, the later of (a) the fifth business day after the entry of such final judgment and (b) if Parent shall have filed a notice appealing such final judgment within five business days after its issuance, the fifth business day after such final judgment shall have become final and nonappealable (such later date, the “Closing Notice Deadline”), notify the Company in writing that it will consummate the Closing within five business days following such notice, in which case the parties shall consummate the Closing on or prior to such fifth business day. The Company shall not be permitted or entitled to enforce any such judgment (i) until the later of (A) the day following the Closing Notice Deadline and (B) if Parent provides notice on or prior to the Closing Notice Deadline that it will consummate the Closing, the end of the fifth business day following such notice or (ii) if the Closing shall have occurred.

Section 8.04. Amendment. This Agreement may be amended by the parties hereto at any time before or after receipt of the Stockholder Approval; provided, however, that after such approval has been obtained, there shall be made no amendment that by Law requires further approval by the stockholders of the Company or Parent without such further approval having been obtained. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 8.05. Extension; Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in

59

any document delivered pursuant hereto or (c) subject to the proviso to the first sentence of Section 8.04, waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Nonsurvival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

Section 9.02. Notices. All notices, requests, claims, demands and other communications required under this Agreement shall be in writing and shall be (x) delivered by hand, (y) sent by facsimile (providing confirmation of transmission by the transmitting equipment) or (z) sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand or sent by facsimile or, if mailed, three business days after mailing (one business day in the case of express mail or overnight courier service), as follows (or at such other address for a party as shall be specified by like notice):

if to Parent or Merger Sub, to:

Asahi Kasei Corporation

1-105 Kanda Jinbocho, Chiyoda-ku

Tokyo 101-8101, Japan

Facsimile No.:+81-(0)3-3296-3163

Attention: General Manager, Legal Department

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Facsimile No.: 212-225-3999

Attention:  Christopher Austin, Esq.

                  Benet O’Reilly, Esq.

if to the Company, to:

Polypore International, Inc.

11430 N. Community House Rd., Ste. 350

Charlotte NC 28277

Facsimile No.: 704-587-8795

Attention: Christopher J. McKee, General Counsel

60

with a copy (which shall not constitute notice) to:

Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 4114

Facsimile No.: 216-579-0212

Attention: James P. Dougherty, Esq.

Section 9.03. Counterparts. This Agreement may be executed in any number of counterparts (including via facsimile or electronic transmission), all of which shall be considered one and the same agreement and each of which shall be deemed to be an original.

Section 9.04. Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Exhibits hereto, the Company Disclosure Schedule, the Confidentiality Agreement and all the other documents delivered or to be delivered pursuant hereto (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) are not intended to confer upon any person other than the parties any rights, benefits or remedies, other than (i) the rights to indemnification and insurance pursuant to Section 6.04 (of which the persons entitled to indemnification are the intended beneficiaries), and (ii) after the Effective Time, the rights of the Company’s stockholders to receive the Merger Consideration and the holders of the Company Incentive Awards to receive the benefits of Article II.

Section 9.05. Governing Law. This Agreement and any dispute arising out of, relating to or in connection with this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Section 9.06. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void, except that Merger Sub may assign any of or all its rights, interests and obligations under this Agreement to any direct, wholly owned Subsidiary of Parent, but no such assignment shall relieve Merger Sub of any of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 9.07. Enforcement of the Agreement; Consent to Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this

61

Agreement, without proof of actual damages (and each party hereby agrees not to assert that a remedy of specific performance is unenforceable, invalid, contrary to the Laws of any jurisdiction or inequitable, and waives any requirement for the securing or posting of any bond in connection with such remedy), in the chancery courts of the State of Delaware or in any federal court located in the State of Delaware, this being in addition to any other remedy to which they are entitled at Law or in equity. In addition, each of Parent, Merger Sub and the Company (a) consents to submit itself to the personal jurisdiction of any such court with respect to any dispute arising out of, relating to, or in connection with this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement in any court other than the chancery courts of the State of Delaware or in any federal court located in the State of Delaware. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the chancery courts of the State of Delaware or in any Federal court located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company, Parent and Merger Sub hereby agrees that in addition to any other legally permissible means of service, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.02 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby, including the Merger. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

Section 9.08. WAIVER OF JURY TRIAL. EACH OF PARENT, MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, MERGER SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Section 9.09. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

62

Section 9.10. Definitions.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) “2006 Stock Option Plan” means the Company 2006 Stock Option Plan.

(b) “2007 Stock Incentive Plan” means the Company 2007 Stock Incentive Plan, as amended and restated effective May 12, 2011, and as further amended on November 30, 2011.

(c) “Affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person; and for purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), means, with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise;

(d) “APA Closing” means the Closing (as defined in the APA);

(e) “APA Sellers” means the Sellers (as defined in the APA);

(f) “Assumed Liabilities” has the meaning ascribed to such term in the APA;

(g) “business day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City or Tokyo are authorized or required by applicable Law to close; provided that for the purpose of determining a date when any payment is due, Business Day shall exclude any day on which banks in Germany are authorized or required by applicable Law to close.

(h) “Carve-Out Business” means the Business (as defined in the APA);

(i) “Carve-Out Consideration” means all amounts required to be paid by the Carve-Out Buyer and its Affiliates in connection with the APA Closing in accordance with the APA;

(j) “Company Benefit Plan” means each material written or oral employee pension, profit sharing, bonus, deferred compensation, incentive compensation, stock purchase, stock bonus, restricted stock, stock option or other equity-based arrangement and any employment, termination, retention, change in control, severance, health, welfare, death benefit, retirement, savings or fringe employee benefit plans, agreements, policies, practices or arrangements, including any “employee benefit plans” as defined in Section 3(3) of ERISA, maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute with respect to its employees or former employees or with respect to which the Company or any of its Subsidiaries has any liability, other than any plan or arrangement required by applicable Law;

63

(k) “Company Covered Employee” means each applicable current and former employee of the Energy Storage Business whose terms and conditions of employment were not, and do not become, subject to a collective bargaining agreement;

(l) “Company Credit Agreement” means the Credit Agreement dated as of April 8, 2014, among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer;

(m) “Company Incentive Awards” means the Company Options and/or the Company Restricted Shares.

(n) “Contract” means any contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture;

(o) “Energy Storage Business” has the meaning ascribed to such term in the APA;

(p) “HSR Approval” means the expiration or early termination of all waiting periods applicable to the Merger required pursuant to the HSR Act;

(q) “Indebtedness” means, with respect to any person, (i) all obligations of such person for borrowed money or for the deferred purchase price of property or services (other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any obligations of such person evidenced by a note, bond, debenture or similar instrument, (iii) all obligations, contingent or otherwise, in respect of letters of credit, surety bonds, performance bonds or acceptances issued or created for the account of such person, (iv) obligations of such person in respect of interest rate protection agreements, interest rate futures, interest rate options, interest rate caps and any other similar arrangement designed to provide protection against fluctuations in interest or currency rates, (v) any obligations of such person under any lease of property, real or personal, which obligations are required to be classified as capital leases in accordance with GAAP and (vi) all indebtedness or obligations of the types referred to in the preceding clauses (i) through (v) to the extent (A) secured by any Encumbrance on any property owned by such person even though such person has not assumed or otherwise become liable for the payment thereof or (B) guaranteed, directly or indirectly, in any manner by such person;

(r) “Knowledge” means, with respect to the Company, the individuals set forth on Section 9.10(r) of the Company Disclosure Schedule;

(s) “Lease” means any instrument, license, agreement (in each case, together with all amendments, modifications, extensions and supplements thereto) granting to any person leasehold interests or other possessory rights and associated concession or operating rights with respect to any real property.

(t) “made available” to Parent and words of similar import means that, prior to the date hereof, the information or document (i) has been posted to the

64

electronic data site maintained by the Company in connection with the transactions contemplated by this Agreement, (ii) has been included in any Company SEC Report or incorporated by reference into a Company SEC Report, or (iii) sent via email to Parent’s counsel at least two business days prior to the date of this Agreement;

(u) “Material Adverse Effect” means, any change, effect, event, circumstance, occurrence, state of facts or development that, either individually or in the aggregate, is materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Energy Storage Business, other than any change, effect, event, circumstance, occurrence, state of facts or development to the extent arising out of or resulting from (i) general economic or political conditions or the financial, banking, securities, currency, capital or credit markets in general, including changes in interest rates or exchange rates or the availability of financing, (ii) conditions generally affecting the industries or markets in which the Energy Storage Business operates, (iii) changes or proposed changes in GAAP, regulatory accounting principles or applicable Law or the interpretation thereof, (iv) any outbreak, escalation or worsening of hostilities or war (whether declared or not declared) or act of terrorism or sabotage, (v) earthquakes, hurricanes, tornadoes or other natural disasters, (vi) the execution and announcement of this Agreement and the consummation of the transactions contemplated hereby, including the impact that such execution, announcement and consummation have on the relationships, contractual or otherwise, of the Energy Storage Business with employees, labor unions, customers, suppliers or partners and any litigation arising in connection with the Merger, the Carve-Out Transaction or other transactions contemplated hereby (provided that the exception in this clause (vi) shall not apply to any representation or warranty set forth in Article III that addresses the consequences of the execution or announcement of this Agreement or the consummation of the transactions contemplated hereby), (vii) any change in the Company’s stock price or trading value, (viii) the failure of the Company to meet any projections of earnings, revenues or other financial measures (whether prepared by such party or any third party) or (ix) any change or proposed change in the debt ratings of the Company or any of its Subsidiaries; provided that (A) none of the foregoing clauses (i) through (v) shall exclude any changes, effects, events, circumstances, occurrences, states of facts or developments that materially disproportionately impact the Energy Storage Business relative to other participants in the industries or markets in which the Energy Storage Business operates and (B) no change, effect, event, circumstance, occurrence, state of facts or development underlying a change, proposed change or failure under any of the foregoing clauses (vii), (viii) or (ix) shall itself be excluded if it would otherwise constitute or contribute to a Material Adverse Effect;

(v) “Permitted Encumbrances” means (i) liens for Taxes, assessments and other governmental charges not yet due and payable or, if due, not delinquent or being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the financial statements of the Company in conformity with GAAP consistently applied, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business consistent with past practice, in each case securing amounts no more than 30 days past due; (iii) with respect to the Real Property: easements, licenses, covenants rights-of-way and other similar restrictions incurred in the ordinary course of business and appearing in the public record, none of which materially detract from the value of, or marketability of, the Real Property; (iv) Encumbrances

65

imposed by Law that relate to obligations that are not yet due and have arisen in the ordinary course of business; (v) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (vi) Encumbrances that relate to zoning, entitlement and other land use and environmental Laws; (vii) other imperfections or irregularities in title, charges, easements, survey exceptions, leases, subleases, license agreements and other occupancy agreements, reciprocal easement agreements, restrictions and other customary encumbrances on title to or use of real property; (viii) utility easements for electricity, gas, water, sanitary sewer, surface water drainage or other general easements granted to Governmental Entities in the ordinary course of developing or operating any Site; (viii) any Laws affecting any location where the Company or any Subsidiary of the Company conducts business; (ix) any utility company rights, easements or franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon any of the Sites; and (x) any encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway; provided that no Permitted Encumbrance (x) shall materially interfere with the current use by the Company or any of its Subsidiaries of the assets, properties or rights affected thereby or (y) has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(w) “person” means any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint venture, firm, association or other entity or organization (whether or not a legal entity), including any Governmental Authority (or any department, agency, or political subdivision thereof);

(x) “Subsidiary” means, with respect to any entity, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions, or a majority of the outstanding voting securities, are owned directly or indirectly by such entity; and

(y) “Transferred Assets” has the meaning ascribed to such term in the APA.

Section 9.11. Interpretation. Any capitalized terms used in any Exhibit or the Company Disclosure Schedule, but not otherwise defined therein, shall have the meaning as defined in this Agreement. The headings contained in this Agreement, any Exhibit hereto, the Company Disclosure Schedule, the table of contents to this Agreement and the index of defined terms to this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The words “hereof,” “hereto,” “herein,” “hereby,” “herewith,” “hereunder” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Exhibit, Article and Section references are to the Exhibits, Articles and Sections of this Agreement unless otherwise specified. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa, words denoting

66

either gender shall include both genders and words denoting natural persons shall include all persons and vice versa. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The term “dollars” and character “$” means United States Dollars. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, unless otherwise specified. Except as otherwise expressly set forth in this Agreement, references in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein means such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented. References to a person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any person by virtue of the authorship of any provision of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

67

IN WITNESS WHEREOF, the Company, Parent and Merger Sub have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

POLYPORE INTERNATIONAL, INC.
By:	/s/ Robert B. Toth
	Name:	Robert B. Toth
	Title:	President, Chief Executive Officer and Chairman of the Board

[Signature Page to Agreement and Plan of Merger]

ASAHI KASEI CORPORATION
By:	/s/ Toshio Asano
	Name:	Toshio Asano
	Title:	President & Representative Director
ESM HOLDINGS CORPORATION
By:	/s/ Akira Fukuda
	Name:	Akira Fukuda
	Title:	President

[Signature Page to Agreement and Plan of Merger]

EX-2.2

Exhibit 2.2

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

dated as of February 23, 2015

among

POLYPORE INTERNATIONAL, INC.

and

3M COMPANY

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01	Certain Defined Terms		1
ARTICLE II PURCHASE AND SALE			1
Section 2.01	Purchase and Sale of Assets		1
Section 2.02	Assignment of Certain Transferred Assets		7
Section 2.03	Closing		8
Section 2.04	Purchase Price		8
Section 2.05	Closing Deliveries by the Sellers		9
Section 2.06	Closing Deliveries by the Acquiror		9
Section 2.07	Deductions and Payments		10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			10
Section 3.01	Corporate Organization		11
Section 3.02	Authority; No Violation		11
Section 3.03	Consents and Approvals		12
Section 3.04	Company SEC Reports; Financial Statements; No Undisclosed Liabilities; Internal Controls		13
Section 3.05	Absence of Certain Changes or Events		15
Section 3.06	Legal Proceedings		15
Section 3.07	Taxes and Tax Returns		16
Section 3.08	Employee Matters		18
Section 3.09	Labor Relations		19
Section 3.10	Compliance with Applicable Law		20
Section 3.11	Certain Contracts		20
Section 3.12	Property		23
Section 3.13	Intellectual Property		23
Section 3.14	Environmental Liabilities		26
Section 3.15	Insurance Matters		28
Section 3.16	Suppliers and Customers		28
Section 3.17	Certain Business Practices		28
Section 3.18	Related Party Transactions		29
Section 3.19	State Takeover Statutes		29
Section 3.20	Company Information		30
Section 3.21	Opinion of Financial Advisor		30
Section 3.22	Broker’s Fees		30
Section 3.23	No Other Representations or Warranties		30
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR			31
Section 4.01	Corporate Organization		31
Section 4.02	Authority; No Violation		31
Section 4.03	Consents and Approvals		32
Section 4.04	Legal Proceedings		32

i

Section 4.05	Acquiror Information	32
Section 4.06	Financing	33
Section 4.07	Broker’s Fees	33
Section 4.08	Interested Stockholder	33
Section 4.09	No Vote of Acquiror’s Stockholders	33
Section 4.10	Disclaimer of Warranties	33
Section 4.11	VAT	34
ARTICLE V ADDITIONAL AGREEMENTS		34
Section 5.01	Conduct of Business Prior to the Closing	34
Section 5.02	Access to Information; Privileged Information	36
Section 5.03	Records Preservation	38
Section 5.04	Confidentiality	39
Section 5.05	Reasonable Best Efforts; Antitrust Filings; Other Actions	41
Section 5.06	Rights to Name and Marks	43
Section 5.07	Further Action Regarding Intellectual Property	44
Section 5.08	Ancillary Agreements	45
Section 5.09	Non-Solicitation of Employees	46
Section 5.10	Insurance	46
Section 5.11	Further Action	47
Section 5.12	Shared Contracts	47
Section 5.13	Termination of Certain Indebtedness	48
Section 5.14	No Solicitation	49
Section 5.15	Public Announcements	53
Section 5.16	Stockholder Litigation	53
Section 5.17	Notification of Certain Matters	53
Section 5.18	Payments Received	54
Section 5.19	Letters of Credit; Surety Bonds; Guarantees	54
Section 5.20	Preparation of the Proxy Statement; Stockholder Meetings	55
Section 5.21	Post-Closing Satisfaction of Closing Deliverables	56
Section 5.22	Closing of Financial Books and Records	56
ARTICLE VI EMPLOYEE MATTERS		57
Section 6.01	German Employee Matters	57
Section 6.02	Employees in the U.S. and Other Countries	60
Section 6.03	Excluded Employee Liabilities	61
ARTICLE VII TAX MATTERS		61
Section 7.01	Transfer Taxes	61
Section 7.02	Allocations of Purchase Price	62
Section 7.03	Tax Filings and Tax Allocation	62
Section 7.04	VAT	63
Section 7.05	Tax Contests	65
Section 7.06	Cooperation	65
ARTICLE VIII CONDITIONS PRECEDENT		66
Section 8.01	Conditions to Obligations of each Party	66

ii

Section 8.02	Conditions to Obligations of the Acquiror	66
Section 8.03	Conditions to Obligations of the Company	67
Section 8.04	Frustration of Closing Conditions	67
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER		68
Section 9.01	Termination	68
Section 9.02	Termination Fee	70
Section 9.03	Effect of Termination	71
Section 9.04	Amendment	72
Section 9.05	Extension; Waiver	72
ARTICLE X GENERAL PROVISIONS		72
Section 10.01	Nonsurvival	72
Section 10.02	Notices	73
Section 10.03	Counterparts	74
Section 10.04	Entire Agreement; No Third-Party Beneficiaries	74
Section 10.05	Governing Law	74
Section 10.06	Assignment	75
Section 10.07	Enforcement of Agreement; Consent to Jurisdiction	75
Section 10.08	WAIVER OF JURY TRIAL	76
Section 10.09	Severability	76
Section 10.10	Fees and Expenses	76
Section 10.11	Interpretation	76
Section 10.12	Non-Recourse	77
Section 10.13	Additional Acquiror Entities	77
Section 10.14	Dispute Resolution	77
Section 10.15	Performance of Sellers’ Obligations Hereunder	78
EXHIBITS
Exhibit A	Definitions
Exhibit B	Form of Transition Services Agreement
Exhibit C	Forms of Assignments of Intellectual Property
Exhibit D-1	Form of Bill of Sale and Assumption Agreement for German Transferred Assets
Exhibit D-2	Form of Master Quitclaim Bill of Sale and Assumption Agreement
Exhibit E	Form of Real Property Sale and Transfer Agreement
Exhibit F	Form of Share Sale and Transfer Agreement
Exhibit G	Form of Intellectual Property License Agreement

iii

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 23, 2015, is made between POLYPORE INTERNATIONAL, INC., a Delaware corporation (the “Company”) and 3M COMPANY, a Delaware corporation (the “Acquiror”).

PRELIMINARY STATEMENTS

A. The Company and the other Sellers are engaged in (1) the separations media business of or relating to membranes, membrane elements, and membrane modules for microfiltration, nanofiltration, ultrafiltration and gasification/degasification applications, used, for example, in hemodialysis, blood oxygenation, plasmapheresis and other medical applications, (2) the hollow fiber membranes business, whether or not part of the separations media business and (3) the additive carrier systems business, including those products sold under the Accurel brand (collectively, the “Business”).

B The Company wishes, and wishes to cause the Sellers to, sell to the Acquiror, and the Acquiror wishes to purchase from the Sellers, certain of the assets, properties and rights of the Sellers that are related to the Business, upon the terms and subject to the conditions set forth in this Agreement. In connection therewith, the Acquiror wishes to assume, and the Company wishes, and wishes to cause the Sellers to have the Acquiror assume, certain Liabilities of the Sellers that are related to the Business, upon the terms and subject to the conditions set forth in this Agreement.

C. Concurrently with and conditioned upon the execution and delivery of this Agreement, Asahi Kasei Corporation, a Japanese corporation (“Merger Buyer”), ESM Holdings Corporation, a Delaware corporation (“Merger Sub”), and the Company are entering into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation upon the terms and subject to the conditions set forth in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms. Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A to, or elsewhere in, this Agreement.

ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale of Assets.

(a) Transferred Assets. Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 2.02 and the exclusions set forth in Section 2.01(b), at

the Closing, the Company shall, and shall cause the other Sellers to, sell, convey, assign, transfer and deliver to the Acquiror, and the Acquiror shall purchase, acquire and accept from the Sellers, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Related to the Business, as the same shall exist immediately prior to the Closing (collectively, the “Transferred Assets”). Without limiting the preceding sentence, and subject to Section 2.02 and the exclusions set forth in Section 2.01(b), the following is a non-exclusive list of Transferred Assets:

(i) all raw materials, work-in-process, finished goods or products, supplies, packaging and other inventories, in each case Related to the Business;

(ii) all Business Contracts, including any Business Contracts that are Material Contracts or Leases, but excluding Seller Business IP Agreements (collectively, together with the Assumed IP Agreements, the “Assumed Contracts”);

(iii) all personal property and interests therein, including machinery, equipment, furniture, furnishings, office equipment, communications equipment, computers and related equipment (including printers, copiers, faxes, and network devices such as routers, switches and servers), vehicles, spare and replacement parts, fuel and other tangible personal property, in each case Related to the Business, including the items listed on Schedule 2.01(a)(iii) hereto;

(iv) all real property that is owned by any Seller and Related to the Business, including such real property set forth on Schedule 2.01(a)(iv) hereto, and which, for the avoidance of doubt, excludes any real property located in Charlotte, NC (the “Owned Real Property”), including all buildings, structures, improvements, fixtures and appurtenances thereto and rights in respect thereof;

(v) all Business Intellectual Property;

(vi) all Business Contracts that are Seller Business IP Agreements (and all rights of the Sellers under such Business Contracts), including those agreements that are listed on Schedule 2.01(a)(vi) hereto (collectively, the “Assumed IP Agreements”);

(vii) all accounts, notes and other receivables for goods, products or services Related to the Business;

(viii) all expenses Related to the Business that have been prepaid by the Sellers, including ad valorem Taxes and lease and rental payments;

(ix) all causes of action, claims (including counterclaims), credits, demands, remedies or rights of set-off against third parties to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset or Assumed Liability, as well as any books, records and privileges to the extent relating thereto;

2

(x) all Permits that are Related to the Business, except to the extent that the transfer thereof would violate or would not be permitted or effective under applicable Law or the terms of such Permit or such Permit is otherwise not transferable (collectively, the “Transferred Permits”);

(xi) other than any Excluded Assets of the type described in Section 2.01(b)(v), Section 2.01(b)(viii), Section 2.01(b)(ix), Section 2.01(b)(xiii) and Section 2.01(b)(xvii), all files, documents, books and records, including financial and accounting records, databases, documentation, files and papers, whether in hard copy or computer format, including sales and promotional literature, marketing plans, marketing research, sales and promotional literature, catalogs, brochures and training and other manuals and data, artwork, studies, reports, sales and purchase correspondence, lists of suppliers and vendors, supply chain information, customer lists and files, correspondence with customers, account histories, price lists, purchasing history data, sales pipeline tools and Employee Records, in each case that are Related to the Business;

(xii) all goodwill of the Business or the Transferred Assets;

(xiii) all assets, rights and properties of or relating to any Company Benefit Plan that (A) are transferred to the Acquiror or to any employee benefit plan maintained by the Acquiror, as expressly provided in Article VI or (B) are associated with or attributable to any Assumed Company Benefit Plan (collectively, “Assumed Company Benefit Plan Assets”);

(xiv) the minority equity interests set forth on Schedule 2.01(a)(xiv) hereto;

(xv) the right to assume control of the defense of any Assumed Action and any settlement thereof (it being understood, for the avoidance of doubt, that such right shall apply only to such Action to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset);

(xvi) all privileges and immunities relating to the Transferred Assets, including the attorney-client privilege and the attorney work product doctrine;

(xvii) the assets and properties listed on Schedule 2.01(a)(xvii) hereto.

(b) Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement (other than as set forth in Section 5.07 and Section 5.12), the Acquiror expressly acknowledges and agrees that it is not purchasing, acquiring or accepting, and neither the Sellers nor any of their respective Affiliates are selling, conveying, assigning, transferring or delivering, any right, title or interest in, to or under any assets, properties or rights of any kind or description other than the Transferred Assets (collectively, the “Excluded Assets”), which shall be retained by the Sellers and their respective Affiliates, and shall be excluded from the Transferred Assets. Without limiting the preceding sentence, the following is a non-exclusive list of Excluded Assets:

(i) (y) other than as set forth in Section 2.01(a)(xiv), and (z) subject to Section 5.10, all cash and cash equivalents, securities (including all capital stock and/or equity interests in any Person) or negotiable instruments on hand or held by any bank or other third Person or elsewhere;

3

(ii) any and all rights to the Company Name and Company Marks (including Company Name and Company Marks to the extent incorporated into any Business Intellectual Property), together with any Contracts granting rights to use the same;

(iii) except for the Owned Real Property and the Leased Real Property (including all improvements, fixtures and appurtenances thereto and rights in respect thereof) (which Owned Real Property and Leased Real Property shall, for the avoidance of doubt, not include any real property located in Charlotte, NC), all of the Sellers’ right, title and interest in owned and leased real property, and other interests in real property including all such right, title and interest under each real property lease pursuant to which any of them leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof;

(iv) (A) all loans or advances by any Sellers to the Company or any of its Affiliates, and (B) all loans or advances by the Company or any Affiliates to the Sellers;

(v) all Tax Returns and any other Tax records of, or with respect to, the Sellers or their Affiliates, and all refunds of or credits relating to any Taxes that are Excluded Liabilities as set forth in Section 2.01(d)(iv);

(vi) subject to Section 5.10, all policies of or agreements for insurance and interests in insurance pools and programs, and any rights to proceeds thereof and claims thereunder;

(vii) all Seller Intellectual Property;

(viii) the assets and properties listed in Schedule 2.01(b)(viii) hereto;

(ix) all assets of the Company Benefit Plans, other than Assumed Company Benefit Plan Assets;

(x) any interest of any Seller or any of its Affiliates under, and all rights that accrue or will accrue to any Seller or any of its Affiliates pursuant to, the Transaction Agreements;

4

(xi) personnel and employee records for employees and former employees of the Sellers who are not Related to the Business;

(xii) (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers, (B) any books and records to the extent not Related to the Business or (C) any books, records or other materials that the Sellers (x) are required by Law to retain (copies of which, to the extent permitted by Law, will be made available to the Acquiror following the Closing at the Acquiror’s reasonable request and expense to the extent such books, records or other materials relate to the Business or the Transferred Assets), (y) reasonably believe are related to Taxes (copies of which will be made available to the Acquiror following the Closing at the Acquiror’s reasonable request and expense to the extent such books, records or other materials relate to the Business or the Transferred Assets) or (z) are prohibited by Law from delivering to the Acquiror;

(xiii) all Permits of the Sellers that are Related to the Business to the extent that the transfer thereof would violate or would not be permitted or effective under applicable Law or the terms of such Permit or such Permit is otherwise not transferable;

(xiv) the Microporous Purchase Agreement and any related agreements; and

(xv) except for Seller Business IP Agreements, all Contracts pursuant to which any Person has been granted a license under or right to use or exploit (including by means of an option, covenant not to sue, release or immunity) Intellectual Property or which provide for the development of Intellectual Property.

(c) Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.01(d), at the Closing, the Acquiror shall assume and thereafter to pay, discharge, satisfy and perform when due in accordance with their terms, all Liabilities of the Sellers to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset, except to the extent such Liability arose out of the operation or conduct of the Energy Storage Business or arose out of or is related to any Excluded Asset, as the same shall exist immediately prior to the Closing or arise thereafter (the “Assumed Liabilities”). Without limiting the preceding sentence, and subject to the exclusions set forth in Section 2.01(d), the following is a non-exclusive list of Assumed Liabilities:

(i) all Liabilities arising out of or relating to (A) any of the Assumed Contracts, except to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to any Excluded Asset or (B) any other Contract, to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset;

5

(ii) all Liabilities for Taxes with respect to the Transferred Assets or the Business except as set forth in Section 2.01(d)(iv) or Article VII;

(iii) all Liabilities with respect to any Action to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset (any such Action, an “Assumed Action”) except to the extent such Liabilities arise out of the operation or conduct of the Energy Storage Business or are related to or arising under any Excluded Asset;

(iv) (A) all Liabilities to the extent arising out of or relating to the employment of any present or former Business Employee (or termination of employment of any Business Employee), including pension liabilities and (B) those Liabilities that are expressly assumed pursuant to Article VI;

(v) all payables for goods, products or services related to the Business;

(vi) all other Liabilities arising out of or relating to the ownership or operation of the Business or the Transferred Assets after the Closing;

(vii) all Environmental Liabilities to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset or any property formerly owned, operated or used by the Business, except to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to any Excluded Asset; and

(viii) the Liabilities listed in Schedule 2.01(c)(viii) hereto.

(d) Excluded Liabilities. The Acquiror is not assuming or agreeing to pay, discharge, satisfy or perform any, and the Sellers and their respective Affiliates shall retain and be responsible for all, Liabilities other than Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the preceding sentence, the following is a non-exclusive list of Excluded Liabilities that Acquiror does not assume and that the Sellers and their respective Affiliates shall remain bound by and liable for, and shall pay, perform and discharge when due:

(i) any Liability arising out of or relating to any Indebtedness, except to the extent expressly set forth in Section 5.19;

(ii) any Liability set forth on Schedule 2.01(d)(ii) hereto;

(iii) any Liability to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to any Excluded Asset, except to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset;

(iv) any Liability for (A) Taxes (other than Transfer Taxes and VAT) imposed on or with respect to the transactions contemplated by this Agreement or the Merger Agreement (B) Transfer Taxes that are Sellers’ responsibility pursuant to the provisions of Article VII; and (C) income Taxes with respect to Transferred

6

Assets or the Business for Pre-Closing Tax Periods and any Pre-Closing Straddle Period to the extent that such income Taxes do not in the aggregate exceed $3,800,000 (and, for the avoidance of doubt, if such income Taxes do in the aggregate exceed $3,800,000, Acquiror’s liability shall be limited to the amount of such excess) (it being understood that, for purposes of this Section 2.01(d)(iv)(C), “income Tax” shall mean a currently payable Tax the base of which is net income or gain);

(v) (A) any Liability to the extent arising out of or relating to the employment of any present or former Energy Storage Business Employee (or termination of employment of any such person) and (B) those Liabilities that are expressly excluded pursuant to Article VI;

(vi) any Liability arising under the Microporous Purchase Agreement and any related agreements;

(vii) any Environmental Liability to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to any Excluded Asset or any property formerly owned, operated or used by the Energy Storage Business, except to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset;

(viii) any Liability arising out of or relating to (A) any of the Assumed Contracts to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to any Excluded Asset or (B) any Contract, to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to any Excluded Asset; and

(ix) any Liability of Sellers or their respective Affiliates arising out of or relating to the ownership or operation of the Energy Storage Business and the Excluded Assets after the Closing.

Section 2.02 Assignment of Certain Transferred Assets.

(a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to convey, assign, transfer or deliver to the Acquiror any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted conveyance, assignment, transfer or delivery thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Authority), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the Acquiror (as assignee or transferee of the Sellers, or otherwise) thereto or thereunder and, subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VIII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price in connection therewith. From the date hereof until the date that is eighteen (18) months after the Closing Date, the Sellers shall use their commercially reasonable efforts to obtain any consent necessary, and to take such other reasonable actions

7

(including delivery of any notice or opinion of counsel) that may be required, for the conveyance, assignment, transfer or delivery of any such Transferred Asset, claim, right or benefit to the Acquiror; provided, that no Seller shall be required to pay any consideration or offer or grant any accommodation (financial or otherwise) in connection therewith and any costs or expenses associated therewith shall be borne solely by the Acquiror, provided further, that in no event will the failure to obtain such consent or take such other action prevent the consummation of the transactions contemplated hereby. If, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or delivery thereof or performance thereof by the Acquiror would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror thereto or thereunder so that the Acquiror would not in fact receive all such rights, the Sellers and the Acquiror will cooperate in a mutually acceptable reasonable arrangement under which the Acquiror would, in compliance with Law and all applicable contractual obligations, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, or under which the Sellers would enforce for the benefit (and at the expense) of the Acquiror any and all of their rights against a third party (including any Governmental Authority) associated with such Transferred Asset, claim, right or benefit, and the Sellers would promptly pay to the Acquiror when received all monies received by them under any such Transferred Asset, claim, right or benefit.

(b) Notwithstanding the foregoing, any such Transferred Asset shall be conveyed, assigned, transferred and delivered to the Acquiror upon receipt of the requisite consent unless such attempted contribution, conveyance, assignment, transfer or delivery thereof would be ineffective or a violation of Law or would adversely affect the rights of the Acquiror.

Section 2.03 Closing. The sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) that will take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, NY 10006 at 9:59 a.m., New York time, on the fifth Business Day following the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof), but subject to the continued satisfaction or waiver at the Closing, of the conditions set forth in Article VIII (other than (i) the condition set forth in Section 8.01(d) and (ii) those conditions that by their nature are to be satisfied at the Closing, but, in each of clauses (i) and (ii), subject to the satisfaction (or, in the case of clause (ii), to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of such conditions at the Closing), or on such other date and at such other time and place as the parties may mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. In no event will the Closing occur unless the Merger is consummated immediately thereafter, and in no event will the consummation of the Merger occur unless the Closing has occurred.

Section 2.04 Purchase Price. The aggregate “Purchase Price” for the Transferred Assets shall be an amount in cash equal to $1,037,000,000.

8

Section 2.05 Closing Deliveries by the Sellers. At the Closing, the Company shall, and shall cause each of the other Sellers, if applicable, to, in each case, to the extent within their control, deliver or cause to be delivered to the Acquiror:

(a) a receipt for the portion of the Purchase Price received by such Seller, if any;

(b) duly executed counterparts to the Ancillary Agreements (to the extent not otherwise specifically identified in this Section 2.05);

(c) such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties, Merger Buyer and their respective counsel, jointly, shall deem reasonably necessary for the assumption by the Acquiror of the Assumed Liabilities or, subject to Section 2.02, to vest in the Acquiror all of such Seller’s right, title and interest in, to and under the Transferred Assets;

(d) a schedule reflecting the allocation of the Purchase Price among each of the Sellers Affiliates and each of the Acquirors Affiliates designated as Acquirors pursuant to Section 10.13 as agreed upon in the manner set forth in Section 7.02;

(e) a certificate in accordance with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller (identified in Section 2.05(e) of the Sellers’ Disclosure Schedule) that is transferring a United States real property interest (within the meaning of Section 897(c)(1) of the Code) pursuant to the provisions of this Agreement, to the effect that such Seller is not a “foreign person” within the meaning of said regulations;

(f) an IRS Form W-9 or W-8BEN-E, as applicable, from each Seller identified on Section 2.05(f) of the Sellers’ Disclosure Schedule;

(g) any material federal, state, local or foreign tax clearance certificates required by Law;

(h) all material invoices and relating documents required by the Acquiror for German VAT purposes as stated in detail in Section 7.04;

(i) the Real Property Sale and Transfer Agreement, duly executed by the applicable Seller in front of a German notary; and

(j) the Share Sale and Transfer Agreement, duly executed by the applicable Seller in front of a German notary.

Section 2.06 Closing Deliveries by the Acquiror. At the Closing, the Acquiror shall deliver to the Sellers:

(a) the Purchase Price by wire transfer in immediately available funds, to an account or accounts designated by the Company in writing to Acquiror at least three (3) Business Days prior to the Closing Date;

9

(b) duly executed counterparts to the Ancillary Agreements (to the extent not otherwise specifically identified in this Section 2.05);

(c) such other deeds, assumptions and other good and sufficient instruments of conveyance and assumption as the parties, Merger Buyer and their respective counsel, jointly, shall deem reasonably necessary for the assumption by the Acquiror of the Assumed Liabilities or, subject to Section 2.02, to vest in the Acquiror all of the Sellers’ right, title and interest in, to and under the Transferred Assets;

(d) the Real Property Sale and Transfer Agreement, duly executed by an Acquiror in front of a German notary; and

(e) the Share Sale and Transfer Agreement, duly executed by an Acquiror in front of a German notary.

Section 2.07 Deductions and Payments. Subject to Section 7.01, the Acquiror shall deduct from the Purchase Price and any payment hereunder any amounts if and to the extent that any such amounts are required to be withheld and deducted under applicable Tax Law. Any amounts so deducted shall be remitted by the Acquiror to the appropriate Governmental Authority on a timely basis and shall be treated for all purposes of this Agreement as having been paid to the Seller in respect of which such deduction was made; provided, however, that in the event any amounts are withheld from any payment as a result of the Acquiror designating an entity pursuant to Section 10.13 to acquire Transferred Assets that is organized or resident in a jurisdiction other than the jurisdiction in which such Transferred Assets are located, the Acquiror shall pay such additional amounts (“Additional Amounts”) as may be required so that the applicable Seller receives the full amount that it would have received had there been no such withholding; and provided, further, that the Acquiror shall provide a schedule to the Sellers, no later than ten (10) days prior to Closing, setting forth any amounts that are to be withheld and the parties shall (and shall cause their respective Affiliates to) use reasonable best efforts to avoid or mitigate any withholding. Whenever any payment under this Agreement shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of, and payment of, interest. The Sellers shall use commercially reasonable efforts to obtain and use a credit for withheld Taxes in respect of which the Acquiror pays Additional Amounts, and shall promptly pay over to the Acquiror the amount of any such credit that it actually uses.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) other than with respect to Section 3.01 and Section 3.02, as disclosed in any Company SEC Report and any forms reports or documents furnished to the SEC since December 29, 2012, in each case that is publicly available prior to the date of this Agreement (excluding any disclosures therein relating to information, factors or risks that are predictive, cautionary or forward-looking in nature), to the extent that it is reasonably apparent on the face of such disclosure that the disclosure is relevant to a representation or warranty in this Article III or (ii) as disclosed in the disclosure schedule (the “Sellers Disclosure Schedule”)

10

delivered by the Company to the Acquiror prior to the execution of this Agreement (it being understood that disclosure in any section of the Sellers Disclosure Schedule shall apply only to the representations and warranties in the corresponding Section of this Article III and, to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another representation or warranty in this Article III, to such other representation or warranty), the Company hereby represents and warrants to the Acquiror as follows:

Section 3.01 Corporate Organization. The Company and each other Seller is an entity duly organized, validly existing and in good standing (to the extent such concepts are recognized in the applicable jurisdiction) under the Laws of its jurisdiction of organization, and has all requisite corporate or similar power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company and each other Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the operation of the business now conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Seller that is not a wholly-owned subsidiary of the Company has made available to the Acquiror true, complete and correct copies of its Governing Documents, in each case as currently in effect. No Seller is in violation of any of the provisions of its Governing Documents.

Section 3.02 Authority; No Violation.

(a) The Company and each other Seller has all requisite power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, subject solely in the case of the obligation to consummate the transactions contemplated hereby and the Merger to the requirement that Merger Agreement be adopted by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (collectively, the “Stockholder Approval”). The execution and delivery of this Agreement and each other Transaction Agreement to which the Company and each other Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company (the “Company Board”). No corporate proceedings on the part of the Company or any other Seller are necessary to approve this Agreement or the other Transaction Agreements to which the Company and each other Seller is or will be a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and each other Seller, and each other Transaction Agreement to which the Company or any other Seller is or will be a party has been or will be duly and validly executed and delivered by the Company and/or each other Seller, and (assuming the due authorization, execution and delivery by the Acquiror) constitutes (with respect to this Agreement) and constitutes or will constitute (with respect to each other Transaction Agreement) the valid and binding obligation of the Company and each other Seller, enforceable against the Company and each other Seller in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and subject to general principles of equity).

11

(b) Neither the execution and delivery of this Agreement or any other Transaction Agreement by the Company or the other Sellers nor the consummation by the Company or the other Sellers of the transactions contemplated by this Agreement or any other Transaction Agreement will: (i) violate any provision of the Governing Documents of the Company or any other Seller or (ii) assuming that the consents, approvals and filings referred to in Section 3.03 are duly obtained and/or made: (A) violate any Law applicable to the Company, any Seller, the Business or the Transferred Assets, (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require any consent or approval of any Person under, result in any payment under, result in or permit the termination of or a right of termination or cancelation under, the granting of a license to another Person, the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or instrument binding upon the Company or any other Seller, including the Business Contracts, or any certificate, license, franchise, permit, approval, concession, qualification, registration, certification or similar authorization (“Permits”), including the Transferred Permits, affecting, or relating in any way to, the assets of the Company any Seller, the Business or the Transferred Assets or (C) result in the creation or imposition of any Encumbrance, other than Permitted Encumbrances, on any asset of the Company, any Seller or the Transferred Assets, except, in the case of the foregoing clause (ii) only, as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect or prevent or materially impair the ability of the Sellers to consummate the transactions contemplated hereby.

(c) The Company Board, at a meeting duly called and held, duly adopted resolutions: (i) declaring that this Agreement, the Merger Agreement, the transactions contemplated by this Agreement and the Merger are advisable and in the best interests of the Company and the Company’s stockholders, (ii) approving this Agreement, the Merger Agreement, the transactions contemplated by this Agreement and the Merger, (iii) directing that the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (the “Board Recommendation”).

Section 3.03 Consents and Approvals. No consent, approval, order, notification or authorization of, action, nonaction by or in respect of, waiver, clearance, or registration, declaration or filing with, any Governmental Authority is required by or with respect to the Company or any other Seller in connection with the execution and delivery of this Agreement or any other Transaction Agreement by the Company and the other Sellers or the consummation by the Company and the other Sellers of other transactions contemplated hereby and thereby, except for those required under or in relation to: (a) the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (b) the applicable requirements of any foreign competition, antitrust or merger control Laws (such Laws and the HSR Act, the “Antitrust Laws”), (c) the filings pursuant to the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (d) those which if not obtained or made would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect or prevent or materially impair the ability of the Sellers to consummate the transactions contemplated hereby.

12

Section 3.04 Company SEC Reports; Financial Statements; No Undisclosed Liabilities; Internal Controls.

(a) Since December 29, 2012, the Company has timely filed or furnished, as applicable, all forms, reports and documents required to be filed or furnished, as applicable, by it with the Securities and Exchange Commission (the “SEC”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, the date of the last such amendment or superseding filing, in all material respects with all applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended (together with the rules and regulations promulgated thereunder, the “Sarbanes-Oxley Act”). None of the forms, reports or documents filed by the Company with the SEC since such date (the “Company SEC Reports”), including any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of a registration statement or proxy statement, as of its effective date or the date of the relevant meeting, respectively) or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is, or at any time since December 29, 2012 has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Reports and (ii) none of the Company SEC Reports is, to the Knowledge of the Company, the subject of ongoing SEC review. The Company has heretofore furnished or made available to the Acquiror true, complete and correct copies of all comment letters from the SEC since December 28, 2013 with respect to any of the Company SEC Reports, together with all written responses of the Company thereto, to the extent that such comment letters and written responses are not publicly available prior to the date of this Agreement on EDGAR.

(b) The financial statements of the Company included or incorporated by reference in the Company SEC Reports (including the related notes and schedules) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited financial statements, to normal year-end audit adjustments), (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with published rules and regulations of the SEC with respect thereto and (iv) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The consolidated books and records of the Company and its Subsidiaries have been and are being maintained in all material respects in accordance with GAAP.

13

(c) None of the Company or its Subsidiaries, with respect to the Business, has any debt, liability or obligation of any nature whatsoever (whether fixed, contingent or absolute, accrued or not accrued, matured or unmatured, known or unknown, determined or determinable, secured or unsecured, disputed or undisputed, subordinated or unsubordinated, or otherwise and whether due or to become due), except for those debts, liabilities and obligations (i) reflected or reserved against in the Company SEC Reports, (ii) arising out of this Agreement or the Merger Agreement, (iii) under Business Contracts existing as of the date hereof that are not required under GAAP to be reflected or reserved against in such balance sheet, except to the extent that such debts, liabilities or obligations arose or resulted from a breach of or a default under such Business Contract, (iv) incurred in the ordinary course of business consistent with past practice since September 27, 2014, or (v) which have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) With respect to the Business, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Reports, in each case with respect to the Business.

(e) The Company maintains controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company Board (and made summaries of such disclosures available to the Acquiror): (x) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud. As of the date hereof, to the Knowledge of the Company, there is no reason that the Company’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when required.

14

(f) Each of the principal executive officer and the principal financial officer of the Company (or persons performing similar functions) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the Company SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.04(f) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. Neither the Company nor any of its Subsidiaries has any outstanding “extensions of credit” or has arranged any outstanding “extensions of credit” to directors or executive officers in violation of Section 402 of the Sarbanes-Oxley Act.

Section 3.05 Absence of Certain Changes or Events.

(a) Since September 27, 2014, no change, effect, event, circumstance, occurrence, state of facts or development (or with respect to any change, effect, event, circumstance, occurrence, state of facts or development existing prior to September 27, 2014, any worsening thereof) has occurred that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b) Since September 27, 2014, the Company and its Subsidiaries have carried on the Business in all material respects in the ordinary course of business consistent with past practice, except for the negotiation, execution, delivery and performance of this Agreement and the Merger Agreement.

(c) Since September 27, 2014, there has not been any action taken by the Company or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Closing without the Acquiror’s prior written consent, would constitute a breach of Section 5.01(a), (c), (e), (g), (i) or, with respect to any of the foregoing, (l).

Section 3.06 Legal Proceedings. There is no suit, action, claim, proceeding (including any cancelation, opposition, inter-partes review, post-grant review, reexamination or other Intellectual Property proceeding before an intellectual property registry or Governmental Authority, but excluding any non-final office actions), arbitration, or review of any nature (each, an “Action”) pending or, to the Knowledge of the Company, threatened (a) against the Company or any of its Subsidiaries or any other Person for whom the Company or any of its Subsidiaries may be liable before (or, if threatened, that would be before) or by any Governmental Authority or (b) to which any of the properties or assets of the Company or its Subsidiaries are subject, in each case that (i) involves a claim for monetary damages relating to Business, the Transferred Assets or the Assumed Liabilities in excess of $1,000,000, (ii) seeks equitable, declaratory or injunctive relief relating to the Business, (iii) as of the date of this Agreement, challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or the Merger Agreement, (iv) has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (v) as of the date of this Agreement, would reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of the Sellers to consummate the transactions contemplated hereby. There is no judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against or, to the Knowledge of the Company, investigation by any

15

Governmental Authority involving the Company or any of its Subsidiaries relating to the Business, the Transferred Assets or the Assumed Liabilities, except for those that have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 3.07 Taxes and Tax Returns.

(a) The Company and each of its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date hereof, and all such returns are true, correct and complete in all material respects. The Company and each of its Subsidiaries has paid all material Taxes due and payable, whether or not shown as due on any Tax Return (other than Taxes that are being contested in good faith by appropriate proceedings and for which the Company has made adequate reserves in accordance with GAAP.

(b) There is no proceeding, audit or written claim pending or proposed with respect to any Taxes of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice from any taxing authority to the effect that such authority intends to conduct an audit or investigation of any Tax matter. There are no material disputes pending, or claims asserted in writing, for Taxes or assessments upon the Company or any of its Subsidiaries.

(c) Within the two-year period ending at the Closing Date, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code.

(d) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(e) As of the date hereof, neither the Company nor any of its Subsidiaries has executed (or had executed on its behalf) any outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any material Taxes or Tax Returns.

(f) All material Taxes which the Company or any of its Subsidiaries has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been duly and timely paid to the proper taxing authority.

(g) There are no Encumbrances for Taxes upon any Transferred Assets other than Permitted Encumbrances.

(h) No jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return has made a claim that the Company or any of its Subsidiaries is required to file a Tax Return for such jurisdiction and, to the Knowledge of the Company, there are no current or past circumstances that are likely to give rise to such a claim in the future.

(i) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group or filed or been included in a combined, consolidated or unitary income Tax

16

Return (other than the affiliated group for which the Company is the common parent), (ii) has any liability for Taxes of another Person (other than the Company and its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law), as a transferee or successor, or by contract or (iii) is a party to or bound by, or liable for any Taxes as a result of, any Tax allocation, indemnification agreement or sharing agreement (other than such an agreement or arrangement (A) between or among the Company or any of its Subsidiaries or (B) not primarily related to Taxes, and in either case entered into in the ordinary course of business).

(j) The Company and each of its Subsidiaries has maintained the books and records required to be maintained pursuant to Section 6001 of the Code and the rules and regulations thereunder, and comparable laws, rules and regulations of the countries, states, counties, provinces, localities and other political divisions wherein it is required to file material Tax Returns and other reports relating to Taxes (or such books and records have been maintained on the Company’s or such Subsidiary’s behalf).

(k) Neither the Company nor any of its Subsidiaries has (i) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or non-U.S. law that is currently in effect, (ii) extended the time within which to file any Tax Return (other than an automatic extension not requiring the consent of any taxing authority), which Tax Return has since not been filed or (iii) granted to any Person any power of attorney that is currently in force with respect to any Tax matter.

(l) All elections made under Treasury Regulation Section 301.7701-3 for the Company and its Subsidiaries were accurately made and timely filed.

(m) Neither the Company nor any of its Subsidiaries has outstanding any deferred intercompany gain or loss either under United States federal income Tax Law or under any similar state, local or non-United States Tax Law.

(n) The Sellers’ entities selling and transferring German based Transferred Assets each qualify as an entrepreneur for German VAT purposes.

(o) For purposes of this Agreement:

(i) “Taxes” means (A) all federal, state, local and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, social security (or similar, including FICA), severance, withholding, duties, customs, tariffs, intangibles, franchise, occupation, service, stamp, value added, backup withholding and other taxes, any taxes within the meaning of Section 3 of the German Fiscal Code (Abgabenordnung), escheat, charges, levies or like assessments, together with all penalties, surcharges, auxiliaries and additions to tax and interest thereon and (B) any secondary liability for Taxes described in clause (A) above under Treasury Regulation Section 1.1502-6, Sections 69 through 75 of the German General Tax Code (Abgabenordnung), Sections 11 and 12 of the German Real Property Tax Law (Grundsteuergesetz) or, in the case of (A) or (B), any similar provision of state, local or foreign Law; and

(ii) “Tax Return” means a report, return or other information (including any amendments) required to be filed with a Governmental Authority with respect to Taxes, including, where permitted or required, combined or consolidated returns for any group of entities that includes the Company or any of its Subsidiaries.

17

Section 3.08 Employee Matters.

(a) Section 3.08(a) of the Sellers Disclosure Schedule sets forth a complete and correct list of all material Company Benefit Plans relating to the Business or the Business Employees. None of the Company Benefit Plans listed on Section 3.08(a) of the Sellers Disclosure Schedule is a “multiemployer plan” as defined in Section 3(37) of the Employee Retirement Income Security Act (“ERISA”) or a “multiple employer” plan within the meaning of Section 4064 of ERISA.

(b) Each of the Company Benefit Plans in which Business Employees participate that is intended to qualify under Section 401 of the Code has received a favorable determination or opinion letter from the Internal Revenue Service and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan.

(c) None of the Company Benefit Plans in which Business Employees participate is subject to Title IV or Section 302 of ERISA or Section 412 of the Code. Neither the Company nor any of its Subsidiaries contributes to or has since January 3, 2009 contributed to a “multiemployer plan” (as defined in Section 3(37) of ERISA) with respect to any Business Employee.

(d) True, correct and complete copies of the following documents with respect to each of the Company Benefit Plans in which Business Employees participate have been made available to the Acquiror: (i) any plans and related trust documents and all amendments thereto, (ii) the most recent summary plan description, (iii) the most recent favorable determination letter, (iv) the most recent actuarial report for each Company Benefit Plan that is a defined benefit pension plan, and (v) the most recent annual report (Form 5500) and tax return (Form 990), if any, required under ERISA or the Code in connection with each material Company Benefit Plan.

(e) There are no pending legal proceedings which have been asserted or instituted or, to the Knowledge of the Company, threatened against any of the Assumed Company Benefit Plans.

(f) Each of the Assumed Company Benefit Plans has been maintained and administered in material compliance with its terms and provisions of applicable Law.

(g) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (alone or in combination with any other event) result in (i) a material increase in the amount of compensation

18

or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries relating to the Business (including any Business Employee), (ii) any new or increased or accelerated material funding obligation with respect to any Assumed Company Benefit Plan, (iii) the forgiveness of any material Indebtedness of any current or former director, officer or employee or (iv) any material payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer or employee of the Company or any of its Subsidiaries relating to the Business (including any Business Employee).

(h) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (alone or in combination with any other event) entitle any current or former Business Employee to severance pay or any other payment or result in any payment to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G(1)) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Business Employee is entitled to receive any additional payment (including any tax gross up or other payment) as a result of the imposition of the excise tax required by Section 4999(a) of the Code.

Section 3.09 Labor Relations.

(a) Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed by the Company or any of its Subsidiaries.

(b) Since December 29, 2012, there have not been any material (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending, affecting or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to the Business.

(c) Since December 29, 2012, there have not been any complaints, charges or claims (including settled claims) against the Company or any of its Subsidiaries pending, affecting or, to the Knowledge of the Company, threatened or anticipated to be brought or filed with any Government Authority in connection with the employment, termination of employment, compensation or employee benefits of any individual relating to the Business, except for such complaints, charges or claims (including settled claims) that have not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) Since December 31, 2011, the Company and its Subsidiaries have operated the Business in compliance with all applicable Laws relating to employment, equal employment opportunity (including Laws prohibiting employment discrimination, harassment or retaliation), wages, hours, leaves, workers’ compensation, disability, occupational health and safety, immigration, collective bargaining, secondment, contractors and temporary employees, other employment terms and conditions, and plant closings and layoffs (including the WARN Act), except for such non-compliance as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

19

Section 3.10 Compliance with Applicable Law.

(a) The Company and each of its Subsidiaries hold all Permits necessary for them to own, lease or operate the Transferred Assets and for the lawful conduct of the Business as currently conducted, and all such Permits are in full force and effect, except for such Permits the failure of which to possess or be in full force and effect has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b) Since December 29, 2012, the Company and each of its Subsidiaries has operated the Business in compliance with and has not been in default or violation of any Law or Permit applicable to the Business, except to the extent any such non-compliance, default or violation with any such Law or Permit has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, since December 29, 2012, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority alleging any conflict with or breach of any Law or any such Permit applicable to the Business.

(c) None of the Company or any of its Subsidiaries is operating under any agreement or understanding with any Governmental Authority which in any way restricts its authority to conduct the Business or requires it to take, or refrain from taking, any action relating to the conduct of the Business otherwise permitted by applicable Law, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) The Company and each of its Subsidiaries is, and since December 29, 2012 has been, in compliance in all material respects with applicable export control and trade and economic sanctions Laws applicable to the Business, including the U.S. Commerce Department’s Export Administration regulations, the U.S. State Department’s International Traffic in Arms regulations, U.S. customs regulations, anti-boycott and anti-money laundering Laws, and sanctions Laws maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, as well as all applicable export control and sanctions Laws applicable to the Business maintained by other Governmental Authorities.

Section 3.11 Certain Contracts.

(a) Section 3.11 of the Sellers Disclosure Schedule sets forth a complete and correct list of the following Contracts (other than the Company Benefit Plans) by which any of the Transferred Assets are bound or restricted or to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or restricted in connection with the Business or the Transferred Assets (provided that Section 3.11 of the Sellers Disclosure Schedule need not set forth any Contracts that are neither used in nor relate to the Business):

(i) any Contract that relates to any strategic alliance, partnership, limited liability company, joint venture or similar arrangement, and any Contract relating to joint development or research (including relating to technology), in each case that is or would reasonably be expected to be material to the Business;

20

(ii) any Contract pursuant to which any of the Company or any of its Subsidiaries has created, incurred or assumed any Indebtedness (excluding clause (v) of the definition thereof) or assumed, guaranteed, endorsed or otherwise become liable or responsible for the Indebtedness (excluding clause (v) of the definition thereof) or other obligation of any other Person or entity, in each case in an amount in excess of $5,000,000;

(iii) any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to make an investment in or loan to any other Person or entity that is or would reasonably be expected to be material to the Business;

(iv) any Contract pursuant to which the Company or any of its Subsidiaries has purchased, licensed or sold during the twelve months prior to the date hereof, goods, equipment or services that involved payment by or to the Company and its Subsidiaries in excess of $10,000,000 during such period or that provides for payments in excess of such amount over the remaining term of such agreement (in each case, whether under a single agreement or a series of related agreements);

(v) any Contract pursuant to which the Company or any of its Subsidiaries has granted or been granted a license or right to use or exploit (including by means of an option, covenant not to sue, release or immunity) with respect to (A) Owned Intellectual Property, other than non-exclusive licenses to end-user customers granted in the ordinary course of business, where such licenses are limited to granting use rights or (B) Intellectual Property of a third party, where such Contract is related to the Business, other than click-wrap, shrink-wrap and other off-the-shelf commercially available software licenses with an annual license fee (or, in the case of software-as-a-service, service fee), in each case that is or would reasonably be expected to be material to the Business;

(vi) any Contract that is between the Company or any of its Subsidiaries, on the one hand, and any Governmental Authority, university, college, other educational institution or research center, on the other hand, including a procurement Contract, grant, cooperative agreement, cooperative research and development agreement, and awards or grants from any Governmental Authority and that is or would reasonably be expected to be material to the Business;

(vii) any Contract that contains covenants materially restricting or limiting the ability of the Company, its Subsidiaries or any of their respective Affiliates to engage in any line of business anywhere in the world (including any covenant not to compete or to conduct business on an exclusive or preferential basis with a third party);

21

(viii) (A) any Contract that is material to the Business and grants any Person “most favored nation” status; (B) any Contract pursuant to which the Company or any of its Subsidiaries has granted any right of first refusal or right of first offer or similar right to a third party with respect to the Business, (C) any Contract between the Company or any of its Subsidiaries, on the one hand, and a third party, on the other hand, that limits or purports to limit in any respect the ability of the Company or any of its Subsidiaries to sell, license, transfer, pledge or otherwise dispose of the Business, or (D) any Contract that requires the Company or any of its Subsidiaries to “take or pay” with respect to the purchase of any goods or services relating to the Business;

(ix) any Contract that contains any material indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the ordinary course of business;

(x) any Contract that relates to any material interest rate, derivative or hedging transaction;

(xi) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise) that is material to the Business;

(xii) any Contract that is a settlement or similar agreement (including with any Governmental Authority) involving future performance by the Company or any of its Subsidiaries that is material to the Business; or

(xiii) any other Contract that is material to the Business and was not entered into in the ordinary course of business consistent with past practice.

(b) Each Contract that is or is required to be (x) filed with the Company SEC Reports that is related to the Business or (y) set forth on Section 3.11 of the Sellers Disclosure Schedule, is referred to herein as a “Material Contract”.

(c) The Company has made available to the Acquiror true, complete and correct copies of all written Material Contracts and complete descriptions of the material terms of all nonwritten Material Contracts. Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each Material Contract is in full force and effect and is (i) a valid and binding obligation of the Company or its Subsidiary that is a party thereto and (ii) to the Knowledge of the Company, a valid and binding obligation of each other party thereto, in each case, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and subject to general principles of equity. None of the Company or any of its Subsidiaries that is a party to any Material Contract is in material breach thereof or default thereunder, and no event or circumstance has occurred that, with or without the giving of notice or the lapse of time or both, would constitute such a material breach or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or

22

obligations required thereby, or result in the loss of any benefit thereunder. To the Knowledge of the Company, (A) none of the Company or any of its Subsidiaries has provided or received any notice of any intention to terminate any Material Contract, (B) no other party to any Material Contract is in material breach thereof or in default thereunder and (C) no event or circumstance has occurred that, with the giving of notice or the lapse of time or both, would constitute such a material breach or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit thereunder.

Section 3.12 Property.

(a) The Company and its Subsidiaries have (i) good and valid title to all Owned Real Property and (ii) legal, binding and valid rights by lease, license or other agreement to use, all leasehold or subleased estates held by or for the Business (collectively, the “Leased Real Property”) (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary to conduct the Business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. All buildings, structures, fixtures and other improvements on the Real Property are in good condition and are in all material respects adequate to operate the Business as currently conducted, except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Real Property or any portion thereof or interest therein, except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b) The Company and its Subsidiaries have good and valid title to, or legal, binding and valid rights by lease, license, other agreement or otherwise to use, all tangible personal property (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct the Business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(c) To the Knowledge of the Company: (i) there are no violations of any Laws affecting the Real Property or planned material changes in any Laws that would affect the Real Property, (ii) there are no existing, pending or threatened condemnation proceedings or similar actions relating to any part of the Real Property and (iii) there are no planned or commenced public improvements related to the Real Property that may result in special assessments against any part of the Real Property, in each case except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 3.13 Intellectual Property.

(a) Section 3.13 of the Sellers Disclosure Schedule sets forth a complete and correct list of (i) all Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries that constitutes Business Intellectual Property (the “Owned Intellectual Property”) and that is registered or subject to an

23

application for registration or that is otherwise material to the Business, indicating, as applicable, the jurisdiction in which each of the items was applied for, filed, issued or registered, the application/registration number and the current owner of record and (ii) all Intellectual Property exclusively licensed to the Company or any of its Subsidiaries pursuant to Seller Business IP Agreements (the “Exclusively Licensed Intellectual Property”), indicating the agreement pursuant to which such license or right to use is granted.

(b) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries, (i) collectively, are the exclusive owners of the Owned Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances and (ii) have the sole and exclusive right to bring a claim or suit against a third party for past, present or future infringement, misappropriation and violation (as applicable) of the Owned Intellectual Property and the Exclusively Licensed Intellectual Property, and to retain for itself any damages recovered in any such actions.

(c) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, all Owned Intellectual Property that is registered and, to the Knowledge of the Company, all other Owned Intellectual Property (including Intellectual Property that is subject to an application for registration), is subsisting, valid and enforceable.

(d) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries owns, or is licensed or otherwise permitted to use (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) all Intellectual Property used or held for use in, or necessary for, the Business.

(e) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the conduct of the Business by the Company and its Subsidiaries as currently conducted and as it has been conducted since December 29, 2012, and each of the products and services of the Business, does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, the Intellectual Property of any Person. None of the Company or its Subsidiaries has received since December 29, 2012, any written notice, claim or demand (including invitations to license) alleging any such infringement, misappropriation or violation that has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, nor, to the Knowledge of the Company, is any such notice, claim or demand threatened.

(f) To the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any right of the Company or its Subsidiaries with respect to any Owned Intellectual Property or any Exclusively Licensed Intellectual Property, and neither the Company nor any of its Subsidiaries has, since December 29, 2012, asserted or threatened to assert any claims of such infringement, misappropriation or other violation, and, to the Knowledge of the Company, no valid basis for any such claim exists.

24

(g) Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

(i) To the Knowledge of the Company, (A) no Owned Intellectual Property is being used (or not used) or enforced in a manner that could reasonably be expected to result in the abandonment, cancelation or unenforceability of such Owned Intellectual Property and (B) the Company and its Subsidiaries have taken all actions reasonably necessary to ensure full protection of the Owned Intellectual Property under any applicable Law (including timely making and maintaining in full force and effect all necessary filings, registrations and issuances, and making payments therefor, with the appropriate foreign and domestic agencies required to maintain in subsistence all Owned Intellectual Property that is registered or subject to an application for registration); and

(ii) The Company has policies in place designed to maintain the secrecy of all material Trade Secrets used or held for use in the Business, and, to the Knowledge of the Company, has complied in all material respects with such policies and no unauthorized disclosure or use of any such Trade Secrets have been made.

(h) Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries is in compliance with all applicable contractual requirements and all Laws applicable to the Business pertaining to personally identifiable information and information privacy and security, including any privacy policy concerning the collection and use of personally identifiable information.

(i) Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (i) each of the Company and its Subsidiaries have secured from all of their current and former employees, consultants and contractors who have contributed to the creation, development, improvement or modification of material Intellectual Property Related to the Business for or on their behalf assignments to the Company or one of its Subsidiaries, as applicable, of all such person’s right, title and interest in such Intellectual Property that the Company or its Subsidiary does not already own by operation of Law and (ii) without limiting the foregoing, no such person owns or has any right, claim, interest or option, including the right to further remuneration or consideration or to assert any moral rights, with respect to material Owned Intellectual Property.

(j) For purposes of this Agreement, “Intellectual Property” means all intellectual property and other similar proprietary rights in any jurisdiction throughout the world, whether registered or unregistered, including those rights in and to all:

(i) trademarks, service marks, trade names, brand names, Internet domain names, websites, and other Internet addresses, logos, certification marks, trade dress, legal names, and other indications of origin (the foregoing, collectively, “Trademarks”), together with the goodwill associated with the foregoing;

25

(ii) patents, utility models and designs, including patent applications of all kinds (including provisional, non-provisional, converted provisional, regular applications and Patent Cooperation Treaty applications) and all divisionals, reissues, continuations, continuations in part, reexaminations, renewals, extensions and reissuances;

(iii) inventions and invention disclosures (whether or not patentable);

(iv) nonpublic or confidential information, including nonpublic or confidential information related to processes, procedures, industrial models, product specifications, formulae, methods (including analytical methods), schematics, drawings, techniques (including analytical techniques), trade secrets (including those trade secrets defined in the Uniform Trade Secrets Act (and codifications thereof under United States Law) and corresponding international Law), know-how, ideas, research and development information, research records, technology and product roadmaps, manufacturing and analytical data and test information, and customer lists (the items in this clause (iv), collectively, “Trade Secrets”);

(v) computer software, programs, applications, APIs, source code and object code versions thereof and all related documentation;

(vi) copyrights and moral rights;

(vii) databases (including sui generis rights);

and, in the case of all items in clauses (i) to (vii), any registrations or applications for registration, extensions, modifications or renewals thereof.

Section 3.14 Environmental Liabilities.

(a) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

(i) the Company and each of its Subsidiaries currently is and since December 31, 2011, has been in compliance with all Environmental Laws applicable to the Business;

(ii) the Company and each of its Subsidiaries has obtained and currently possesses all Permits applicable to the Business required under applicable Environmental Laws and all such Permits are in full force and effect;

(iii) neither the Company nor any of its Subsidiaries has received any written notice or claim against it alleging a Release or the presence of or exposure to Hazardous Substances or any violation of or liability under any Environmental

26

Laws applicable to the Business, other than such notices or claims that have been resolved in all respects, and there are no agreements, orders or decrees with or by a Governmental Authority relating to such matters;

(iv) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is or may be liable to any Person or entity or potentially responsible for Remedial Measures applicable to the Business under any applicable Environmental Law as a result of the presence or Release or threatened Release of, or exposure to, any Hazardous Substance at any location.

(b) To the extent reasonably available to the individuals set forth on Section A(iii) of the Sellers Disclosure Schedule, the Company has made available to the Acquiror a true, complete and correct copy of (i) all material reports, studies, analyses and audits in its possession, custody or control relating to compliance with or liability under applicable Environmental Laws or with respect to Hazardous Substances, (ii) all material permits, authorizations, licenses, exemptions and other governmental authorizations issued to it pursuant to applicable Environmental Laws and (iii) all correspondence with Governmental Authorities relating to liabilities pursuant to Environmental Law or with respect to Hazardous Substances, or with other Persons as to which a dispute has arisen pursuant to Environmental Laws or with respect to Hazardous Substances.

(c) For purposes of this Agreement:

(i) “Environmental Laws” means any and all Laws, including common law, regulating or imposing liability or standards of conduct concerning pollution or protection of human health or the environment, including surface water, groundwater, ambient air, surface or subsurface soil, natural resources or wildlife habitat.

(ii) “Hazardous Substances” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, chemicals, solid wastes, hazardous wastes, toxic substances, asbestos, pollutants or contaminants categorized or defined as such in or regulated under any applicable Environmental Law.

(iii) “Release” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping or disposing of Hazardous Substances (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Substances) into the environment.

(iv) “Remedial Measures” means any measures or actions required or undertaken to investigate, monitor, clean up, remove, treat, prevent, contain or otherwise remediate the presence or Release of any Hazardous Substance.

27

Section 3.15 Insurance Matters. Section 3.15 of the Sellers Disclosure Schedule lists (a) all material policies and other material forms of insurance, reinsurance and similar arrangements insuring the Company and its Subsidiaries and their respective assets, properties and operations and relating to the Business (the “Insurance Contracts”) and (b) all material claims under such policies since December 28, 2014 and prior to the date hereof. Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (a) all such Insurance Contracts are, as of the date of this Agreement, in full force and effect, (b) all premiums due and payable under all Insurance Contracts covering all periods up to and including the date hereof have been paid, and neither the Company nor any of its Subsidiaries is otherwise in breach or default (including any such breach or default with respect to the giving of notice), (c) no event has occurred which, with notice or the lapse of time, would constitute such a breach or default of the Company or any of its Subsidiaries, or permit termination or modification by the insurance carrier, under any Insurance Contract, (d) there are no self-insurance programs or arrangements relating to the Business, (e) there is no material claim pending under any of such policies or bonds as to which coverage has been denied or disputed by the underwriters of such policies or bonds and (f) the Company has not received notice of and, to the Knowledge of the Company, there has been no threatened termination of, or material premium increase with respect to, any of such policies.

Section 3.16 Suppliers and Customers. Section 3.16 of the Sellers Disclosure Schedule sets forth a complete and correct list of (a) the ten largest suppliers to (the “Top Suppliers”), and (b) the ten largest customers of (the “Top Customers”), the Business for the fiscal year ended January 3, 2015 (determined on the basis of the total dollar amount of purchases or sales, as the case may be) showing the total dollar number of purchases from or sales to, as the case may be, each such Person during such period. To the Knowledge of the Company, except for contract expirations and negotiations in the ordinary course of business, between January 3, 2015 and the date hereof, (i) there has been no termination, cancelation or other adverse modification in any material respect of the business relationship of the Company or any of its Subsidiaries with any such Top Supplier or Top Customer and (ii) neither the Company nor any of its Subsidiaries has received notice that any such Top Supplier or Top Customer intends to terminate, cancel or materially curtail its business relationship with the Company.

Section 3.17 Certain Business Practices.

(a) Since January 2, 2010, the Company, its Subsidiaries and each of their respective officers, directors, employees, agents, distributors and other Persons acting for or on behalf of the Company or any of its Subsidiaries (collectively, the “Relevant Persons”) have not violated respect the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the U.K. Bribery Act 2010 or any other anti-bribery or anti-corruption Law of any jurisdiction applicable to the Company or any of its Subsidiaries or any of their respective assets, properties, businesses or operations (collectively, the “Anti-Corruption Laws”).

(b) Without limiting the generality of the foregoing, the Relevant Persons have not, directly or indirectly, taken any act in furtherance of any payment, gift, bribe, rebate, loan, payoff, kickback or any other transfer of value or offer, promise or authorization thereof to any Person, including any Government Official for the purpose of: (i) improperly influencing or inducing such Person to do or omit to do any act or to make any decision in an official capacity

28

or in violation of a lawful duty; (ii) inducing such Person to influence improperly his, her or its employer, public or private, or any Governmental Authority, to affect an act or decision of such employer or Governmental Authority, including to assist any Person in obtaining or retaining business; or (iii) securing any improper advantage (including, for example, to obtain a tax rate lower than allowed by applicable Law).

(c) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has hired any employee in an attempt to gain influence with any Governmental Official based on the relationship of such employee with any Government Official.

(d) Without limiting the foregoing, in relation to the Business, since January 2, 2010, each of the Company and its Subsidiaries: (i) has maintained and kept books, records and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets; (ii) has not established or maintained any material fund or asset that has not been recorded in the books and records of the Company and its Subsidiaries; and (iii) has devised and maintained a system of internal accounting controls and procedures sufficient to provide reasonable assurances of compliance with the Anti-Corruption Laws. In addition, to the Knowledge of the Company, since January 2, 2010, none of the Relevant Persons has, in relation to the Business: (x) circumvented the Company’s or any of its Subsidiaries’ internal accounting controls; (y) falsified any of the Company’s or any of its Subsidiaries’ books, records or accounts; or (z) attempted to coerce or fraudulently influence an accountant in connection with any audit, review or examination of the financial statements of the Company or any of its Subsidiaries.

(e) There is no suit, action, claim, proceeding, arbitration, or review of any nature regarding the Company’s or any of its Subsidiaries’ compliance with any Anti-Corruption Law pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary.

(f) For purposes of this Agreement, “Government Official” means: (i) any officer, official, employee or other Person acting for or on behalf of any Governmental Authority (including, for purposes of this Section 3.17, any state-owned or state-controlled enterprise, political party or public international organization) or (ii) any holder of or candidate for public office, member of a royal family, or any other Person acting for or on behalf of the foregoing.

Section 3.18 Related Party Transactions. Except for compensation or other employment arrangements in the ordinary course of business, there are no transactions, agreements, arrangements or understandings currently in effect that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

Section 3.19 State Takeover Statutes. No state “fair price”, “moratorium”, “control share acquisition”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover Law (including Section 203 of the DGCL) is applicable to the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. The Company Board has taken all actions necessary to render all potentially applicable anti-takeover or similar Laws (including Section 203 of the DGCL) and provisions of the Governing Documents of the Company or any of its Subsidiaries inapplicable to the Merger

29

Agreement, the Merger, this Agreement and the other transactions contemplated by the Merger Agreement or this Agreement. The Company has no rights plan, “poison-pill” or other comparable agreement or arrangement designed to have the effect of delaying, deterring or discouraging any Person from acquiring control of the Company, and the Company Board has not adopted or approved or authorized the adoption or approval of such a plan.

Section 3.20 Company Information. None of the information relating to the Company and its Subsidiaries that is included in the proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied in writing by the Acquiror for inclusion or incorporation by reference in the Proxy Statement.

Section 3.21 Opinion of Financial Advisor. The Company has received the opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated dated the date hereof and in customary form, to the effect that, as of such date and based upon and subject to the various qualifications, assumptions and limitations set forth in such opinion, the Merger Consideration is fair from a financial point of view to the holders of shares of Company Common Stock. A copy of such opinion shall be delivered to the Acquiror as soon as practicable for information purposes only.

Section 3.22 Broker’s Fees. No broker, investment banker, financial advisor or other Person, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or its Subsidiaries. The Company has furnished to the Acquiror a true, complete and correct copy of each agreement between the Company or any of its Subsidiaries and any Person entitled to such fee or expense reimbursement.

Section 3.23 No Other Representations or Warranties. Except for the representations and warranties made by the Company in this Article III, none of the Company, any of its Subsidiaries or any other Person makes any representations or warranties on behalf of the Company or any of its Subsidiaries. Neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to the Acquiror or any other Person resulting from the distribution to the Acquiror or the Acquiror’s use of, any other information, including any information, documents, projections, forecasts or other material made available to the Acquiror in certain “data rooms” or management presentations in expectation of the transactions contemplated by the Merger Agreement and this Agreement. The Acquiror acknowledges and agrees that it has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in this Article III and that all other representations and warranties are specifically disclaimed.

30

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

The Acquiror hereby represents and warrants to the Company as follows:

Section 4.01 Corporate Organization. The Acquiror is an entity duly organized, validly existing and in good standing (to the extent such concepts are recognized in the applicable jurisdiction) under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Acquiror is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the operation of the business now conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except as would not reasonably be expected to, either individually or in the aggregate, prevent or materially impair its ability to consummate the transactions contemplated by this Agreement and each other Transaction Agreement.

Section 4.02 Authority; No Violation.

(a) The Acquiror has all requisite power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other Transaction Agreement to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the board of directors of the Acquiror. No other corporate proceedings on the part of the Acquiror are necessary to approve this Agreement and each other Transaction Agreement to which it is or will be a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Acquiror, and each other Transaction Agreement to which the Acquiror is, or will be a party, has been, or will be, duly and validly executed and delivered by the Acquiror, and (assuming the due authorization, execution and delivery by the Company and the other Sellers) constitutes (in the case of this Agreement) and constitutes or will constitute (in the case of each other Transaction Agreement to which the Acquiror is or will be a party) the valid and binding obligation of the Acquiror, enforceable against the Acquiror in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and subject to general principles of equity).

(b) Neither the execution and delivery of this Agreement or any other Transaction Agreement to which it is or will be a party by the Acquiror nor the consummation by the Acquiror of the transactions contemplated hereby or thereby will: (i) violate any provision of its Governing Documents or (ii) assuming that the consents, approvals and filings referred to in Section 4.03 are duly obtained and/or made: (A) violate any Law applicable to the Acquiror or any of its properties or assets, (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or

31

lapse of time or both, would constitute a default) under, require any consent or approval of any Person under, result in any payment under, result in or permit the termination of or a right of termination or cancelation under, the granting of a license to another Person, the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or other instrument binding upon the Acquiror or any Permit affecting, or relating in any way to, the assets or business of the Acquiror or (C) result in the creation or imposition of any Encumbrance, other than Permitted Encumbrances, on any asset of the Acquiror, except, in the case of the foregoing clause (ii) only, as would not reasonably be expected to individually or in the aggregate, prevent or materially impact the ability of the Acquiror to consummate the transactions contemplated by this Agreement or any other Transaction Agreement.

Section 4.03 Consents and Approvals. No consent, approval, order, notification or authorization of, action, nonaction by or in respect of, waiver, clearance, registration, declaration or filing with any Governmental Authority is required by or with respect to the Acquiror in connection with the execution and delivery of this Agreement or any other Transaction Agreement to which it is or will be a party by the Acquiror or the consummation by the Acquiror of the transactions contemplated hereby or thereby, except for those required under or in relation to: (a) the applicable requirements of the HSR Act, (b) the applicable requirements of any other Antitrust Laws, and (c) those which if not obtained or made would not reasonably be expected to, either individually or in the aggregate, prevent or materially impact the ability of the Acquiror to consummate the transactions contemplated by this Agreement and each other Transaction Agreement.

Section 4.04 Legal Proceedings. There is no suit, action, claim, proceeding (including any cancelation, opposition, inter-partes review, post-grant review, reexamination or other Intellectual Property proceeding before an intellectual property registry or Governmental Authority, but excluding any non-final office actions), investigation or review of any nature pending or, to the knowledge of the Acquiror, threatened (a) against the Acquiror, any of its Subsidiaries or any present or former officer, director or employee of Acquiror or any of its Subsidiaries or any other Person for whom Acquiror or any of its Subsidiaries may be liable before (or, if threatened, that would be before) or by any Governmental Authority or (b) to which any of the properties or assets of Acquiror or any of its Subsidiaries are subject, in each case that, as of the date of this Agreement, would reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of the Acquiror to consummate the transaction contemplated the this Agreement and each other Transaction Agreement. There is no judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against or, to the knowledge of the Acquiror, investigation by any Governmental Authority involving, the Acquiror or any of its Subsidiaries or any of their respective properties or assets that has had or would reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of the Acquiror to consummate the transactions contemplated by this Agreement and each other Transaction Agreement.

Section 4.05 Acquiror Information. None of the information relating to the Acquiror and its Subsidiaries that is provided in writing by the Acquiror or its Representatives specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Stockholders

32

Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 4.06 Financing. The Acquiror has and will have at the Closing all of the funds necessary for the payment of the Purchase Price pursuant to Section 2.06(a) and any other cash amounts payable pursuant to this Agreement or any other Transaction Agreement to which the Acquiror or any of its Subsidiaries is or will be a party and the other transactions contemplated hereby and thereby by the Acquiror or any of its Subsidiaries that become due and payable in connection with, or as a result of, the transactions contemplated hereby and thereby and payment of all fees and expenses of the Acquiror or any of its Subsidiaries related to the foregoing.

Section 4.07 Broker’s Fees. No broker, investment banker, financial advisor or other Person, other than Centerview Partners LLC is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Acquiror or its Subsidiaries.

Section 4.08 Interested Stockholder. Neither the Acquiror nor any of its Subsidiaries is, or has been at any time during the period commencing three years prior to the date hereof through the date hereof, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL.

Section 4.09 No Vote of Acquiror’s Stockholders. No vote of the stockholders of the Acquiror or the holders of any other securities of the Acquiror (equity or otherwise), is required by any applicable Law, the Governing Documents of the Acquiror or the applicable rules of any exchange on which securities of the Acquiror are traded, in order for the Acquiror to consummate the transactions contemplated by this Agreement or any other Transaction Agreement to which it is or will be a party.

Section 4.10 Disclaimer of Warranties. The Acquiror acknowledges that neither the Company, its Subsidiaries nor any other Person has made any express or implied representation or warranty on behalf of the Company or any of its Affiliates as to the accuracy or completeness of any information regarding the Company or the other Sellers provided to the Acquiror, except as expressly set forth in Article III, and the Acquiror further agrees that neither the Company, its Subsidiaries nor any other Person shall have or be subject to any liability to the Acquiror or any other Person resulting from the distribution to the Acquiror, or the Acquiror’s use of, any such information, including the “Information,” as defined in the Confidentiality Agreement. In connection with any investigation by the Acquiror of the Company and its Subsidiaries, the Acquiror has received or may receive from the Company and/or its Affiliates and/or other Persons on behalf of the Company certain projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications. The Acquiror acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Acquiror is familiar with such uncertainties, that the Acquiror is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections,

33

forecasts or plans), and that the Acquiror shall have no claim against the Company or any other Person with respect thereto. Accordingly, the Acquiror acknowledges that neither the Company nor any other Person on behalf of the Company makes any representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

Section 4.11 VAT. The Acquiror’s entities acquiring German based Transferred Assets each qualify as an entrepreneur for German VAT purposes.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.01 Conduct of Business Prior to the Closing. Except as required by this Agreement (including Section 5.05(b)), applicable Law, or the Merger Agreement or with the prior written consent of the Acquiror, which consent shall not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement until the Closing or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, the Company shall, and shall cause each of its Subsidiaries to, (x) to the extent within its control, conduct the Business in the ordinary course consistent with past practice and (y) use commercially reasonable efforts to maintain and preserve intact the Business’s organization, the Transferred Assets, present line of business, rights, Permits, business relationships with customers, suppliers and partners and retain the services of its officers and employees. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, except as expressly permitted by this Agreement (including Section 5.05(b)) or the Merger Agreement, required by applicable Law, as set forth in the corresponding subsection of Section 5.01 of the Sellers Disclosure Schedule or with the prior written consent of the Acquiror, which consent shall not be unreasonably withheld, delayed or conditioned, the Company shall not, and shall cause each of its Subsidiaries not, in each case with respect to the Business, to:

(a) (i) except (A) as made in the ordinary course of business consistent with past practice with respect to Business Employees, or (B) as required by the terms of any Company Benefit Plan as in effect on the date of this Agreement, (1) increase the wages or salaries of any past, present or future employee of the Company or any of its Subsidiaries relating to the Business (including any Business Employee), (2) pay or provide, or increase or accelerate the accrual rate, vesting or timing of payment or funding of, any other compensation, benefits or other rights of any employee of the Company or any of its Subsidiaries (including any new or increased incentive compensation (cash or equity) or severance entitlement) relating to the Business (including any Business Employee), (3) grant or provide any severance or termination payments or benefits to any current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries (including any obligation to gross-up, indemnify or otherwise reimburse any such individual for any Tax incurred by any such individual, including under Section 409A or 4999 of the Code) relating to the Business (including any Business Employee), (4) hire any employee or engage any other individual to provide services relating to the Business (including any Business Employee), other than the hiring of employees with base pay not in excess of $150,000, or (5) terminate the employment of

34

any Business Employee with a title of Vice President or above or the engagement of any individual independent contractor of the Company or any of its Subsidiaries relating to the Business other than for cause or for performance-related reasons, or (ii) except as required by the terms of any Company Benefit Plan or Contract as in effect on the date of this Agreement, cause any compensation to be funded in a “rabbi” or “secular” trust;

(b) except (i) as required by the terms of any Company Benefit Plan or Contract as in effect on the date of this Agreement or (ii) in the ordinary course of business consistent with past practice, establish, adopt or become a party to any new employee benefit or compensation plan, program, commitment or agreement or any collective bargaining agreement or amend or terminate any Company Benefit Plan, in each case relating to the Business (including any Business Employee);

(c) sell, transfer, license, sublicense, lease, mortgage, encumber or otherwise dispose of any Transferred Assets to any Person, other than (A) sales, transfers, licenses, sublicenses and leases to the Company or any of its Subsidiaries, (B) Permitted Encumbrances incurred in the ordinary course of business consistent with past practice, (C) sales of inventory or used equipment in the ordinary course of business consistent with past practice and (D) sales of other properties or assets (other than Intellectual Property) with a fair market value that does not exceed $1,000,000, individually or $5,000,000 in the aggregate.

(d) dispose of or abandon, allow to lapse or fail to maintain any Owned Intellectual Property, other than, solely with respect to Intellectual Property that the Company determines in good faith, exercising reasonable judgment, is not material to the current conduct of the Business, in the ordinary course of business consistent with past practice;

(e) commence or settle any action, claim, lawsuit or proceeding, other than (i) the commencement or settlement of any such proceedings in the ordinary course of business consistent with past practice or (ii) the settlement of any such actions, claims, lawsuits or proceedings, which settlement (A) involves monetary payments of no greater than $1,000,000 individually and $5,000,000 in the aggregate above the applicable reserve, if any, reflected in the consolidated balance sheet of the Company and its Subsidiaries included in its Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2014 (after taking into account any applicable insurance proceeds), (B) imposes no material obligations or restrictions on the Company or any of its Subsidiaries, (C) provides for a complete release of the Company and its Subsidiaries of all claims and (D) does not provide for any admission of liability by the Company or any of its Subsidiaries;

(f) enter into, assign, assume, extend, modify, terminate or amend in any material respect, or grant any release or waiver or relinquish any material right under, any Material Contract, material Lease or any other Contract that, if entered into prior to the date hereof would constitute a Material Contract or a material Lease, in each case except in the ordinary course of business consistent with past practice;

(g) make any capital expenditures, other than capital expenditures (i) in the ordinary course of business consistent with past practice, (ii) that are accounted for in the Company’s current capital expenditure plans set forth in Section 5.01(g) of the Sellers Disclosure Schedule, or (iii) that are not in excess of $5,000,000 individually or $10,000,000 in the aggregate;

35

(h) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Merger), including for the avoidance of doubt, any transfer of equity interests of any Subsidiary;

(i) implement or adopt any change in the Tax accounting or financial accounting principles, practices or methods used by the Company or its Subsidiaries, other than as may be required by changes in applicable Law or GAAP;

(j) make any material Tax election or take any position on a Tax Return filed on or after the date of this Agreement or adopt any method therein that is inconsistent with elections made, positions taken or methods used in preparing or filing similar returns in prior periods unless such position or election is required by applicable Law, or a change in GAAP or other applicable accounting standards, (ii) enter into any settlement or compromise of any material Tax liability, (iii) file any amended Tax Return that would result in a material change in Tax liability, taxable income or loss, (iv) change any annual Tax accounting period, (v) enter into any closing agreement relating to any material Tax liability, (vi) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability or (vii) give or request any waiver of a statute of limitation with respect to any Tax Return;

(k) change in any material respect its policies or practices regarding accounts receivable or accounts payable or fail to manage working capital in the ordinary course of business consistent with past practices; or

(l) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.01.

Section 5.02 Access to Information; Privileged Information.

(a) Subject to the Confidentiality Agreement and applicable Laws, the Company shall afford to the Acquiror and its Representatives reasonable access during normal business hours during the period from the date hereof until the Closing or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, to all of its and its Subsidiaries’ properties, books, contracts, commitments, personnel and records relating to the Business and, during such period, the Company shall furnish to the Acquiror promptly all other information concerning the Business, the Transferred Assets and the Business Employees as the Acquiror may reasonably request. The Acquiror shall hold, and shall cause its Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement, with the terms of the Confidentiality Agreement continuing in effect following execution of this Agreement. The foregoing shall not require the Company to provide any such access or information to the extent that doing so would reasonably be expected to (w) result in a waiver of an attorney-client privilege or loss of attorney work product, (x) violate any Law, (y) violate any contract currently applicable to it or its Subsidiaries or (z) result in the disclosure of commercially sensitive information; provided that the Company shall provide notice to the Acquiror of the fact that it is withholding such access or information and thereafter

36

reasonably cooperate with the Acquiror and use reasonable best efforts to cause such information or access to be provided in a manner that would not reasonably be expected to result in any such waiver or loss of privilege (including by entering into a common interest or joint defense agreement), violation or disclosure of commercially sensitive information (including by entering in to a “clean team” or similar agreement). No access or information provided pursuant to this Section 5.02 will operate as a waiver or otherwise affect any of the representations, warranties, covenants or agreements of the parties contained in this Agreement.

(b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose related to the Business (in the case of the Acquiror and its Affiliates) or related to the Energy Storage Business (in the case of the Company and its Affiliates), including the preparation of Tax Returns, claims relating to Assumed Liabilities or Excluded Liabilities, financial statements, and U.S. Securities and Exchange Commission or other reporting obligations, or the determination of any matter relating to the rights or obligations of any party hereto or any of their respective Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), (iii) comply with any contractual confidentiality obligations, or (iv) restrict or prohibit access to Confidential Information (in the good faith judgment of the party claiming such exception), each of the Company and the Acquiror shall, and shall cause each of its Affiliates and Representatives to, at the other’s party’s expense, (A) afford the Representatives of the other party and its Affiliates reasonable access, during normal business hours, to their properties, electronically stored data and information, and books and records in respect of the Business, the Transferred Assets (and related Liabilities), the Energy Storage Business, and the Excluded Assets (and related Liabilities), and permit copies of such materials to be made solely for use in connection with the reasonable business purposes described in this Section 5.02(b), (B) furnish to the Representatives of the other party and its Affiliates such additional financial and other information regarding the Business, the Transferred Assets (and related Liabilities), the Energy Storage Business and the Excluded Assets (and related Liabilities) as the other parties hereto and their respective Affiliates may from time to time reasonably request and (C) make available to the other party and its Affiliates those employees whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist the other parties hereto in connection with their inquiries for any reasonable business purpose referred to above; provided, however, that such investigation shall not unreasonably interfere with the business or operations of any party hereto or any of its Affiliates; and provided, further, that the auditors and accountants of the parties hereto shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by a party hereto providing any information or access, the party hereto or its Affiliate seeking information or access shall enter into a customary and mutually acceptable joint defense agreement with respect to any information to be provided to the party hereto seeking information or access pursuant to this Section 5.02(c).

(c) Notwithstanding anything in this Agreement to the contrary, the Company, the Acquiror and their respective Affiliates shall not be required to disclose, or cause

37

or seek to cause the disclosure, to any Person (or to provide access to any properties, books or records that would reasonably be expected to result in the disclosure to any Person of) any Trade Secrets, proprietary know how, processes or patent, trademark, trade name, service mark or copyright applications or product development, or pricing and marketing plans, in each case that is confidential information, nor shall any such Person be required to permit or cause or seek to cause others to permit any other Person to have access to or to copy or remove from the properties of the Company or the Acquiror or any of their respective Affiliates, as the case may be, any documents, drawings or other materials that might reveal any such confidential information.

(d) Following the Closing, upon the written request of Acquiror, the Company shall, and shall cause the other Sellers to (i) transfer privileged books, records and documents and (ii) instruct its current or former outside legal counsel to transfer privileged books, records and documents, in each case primarily related to the Transferred Assets. In furtherance of the foregoing, each party agrees, and shall cause its Affiliates to agree, upon the written request of the other party, to enter into a common interest agreement with the other party with respect to the subject matter of the information and documents subject to privilege, in a form reasonably acceptable to the parties.

Section 5.03 Records Preservation. The parties hereto shall preserve and keep, or cause to be preserved and kept, all original books and records related to the Business (in the case of the Acquiror and its Affiliates) or related to the Energy Storage Business (in the case of the Company and its Affiliates) and any copies thereof in their possession for a period consistent with such party’s record retention policy (but for at least five (5) years from the Closing Date). During such five (5) year or longer period, Representatives of the Company, the Acquiror and their respective Affiliates shall, upon reasonable notice and for any reasonable business purpose, have reasonable access during normal business hours to examine, inspect and copy such books and records. During such five (5) year or longer period, the parties hereto shall provide, or cause to be provided, to the other parties hereto and their respective Affiliates, reasonable access during normal business hours to such books and records of the Business as such other parties hereto or their respective Affiliates shall reasonably request in connection with any Action to which such other parties hereto or any of their respective Affiliates are parties or in connection with the requirements of any Law applicable to such other parties hereto or any of their respective Affiliates. Upon the written request of the Acquiror any time after five (5) years from the Closing Date, the Company or its Affiliates, as applicable, shall transfer any books and records (including, for the avoidance of doubt, both original books and records and any copies thereof) in respect of the Business that constitute Transferred Assets but were not transferred at Closing pursuant to Section 2.02(a) to the Acquiror or its designated Affiliate, following which the Company and its Affiliates shall no longer retain any books and records related to the Business (as conducted by the Company and its Affiliates prior to the Closing) that constitute Transferred Assets, including any copies thereof; provided, however, that the Company and its Affiliates may retain such books and records Related to the Business that they are required in their reasonable judgment to retain for the duration of any applicable statute of limitations that exceeds such five-year period. Upon the written request of the Company any time after five (5) years from the Closing Date, the Acquiror or its Affiliates, as applicable, shall transfer any books and records (including, for the avoidance of doubt, both original books and records and any copies thereof, but excluding any Tax records of the Acquiror or its Affiliates) in respect of the

38

Energy Storage Business that were transferred at Closing pursuant to Section 2.02(a) to the Acquiror or its designated Affiliate, following which the Acquiror and its Affiliates shall no longer retain any books and records related to the Energy Storage Business (as conducted by the Company and its Affiliates prior to the Closing), including any copies thereof; provided, however, that the Acquiror and its Affiliates may retain such books and records related to the Energy Storage Business that they are required in their reasonable judgment to retain for the duration of any applicable statute of limitations that exceeds such five-year period. The Company or the Acquiror, as applicable, shall give notice to the other of any books and records retained by any of them or their respective Affiliates following such five-year period and the confidentiality obligations of such Person and its Affiliates pursuant to Section 5.04 shall continue to apply in respect of such books and records for so long as all or any part of such books and records are retained by such Person or its Affiliates. After such five-year or longer period, before any party hereto or any of its Affiliates shall dispose of any of books and records that remain in its possession and are related to the Business (in the case of the Company and its Affiliates) or are related to the Energy Storage Business (in the case of the Acquiror and its Affiliates), such party hereto shall give at least ninety (90) days’ prior written notice of such intention to dispose to the other party hereto, and the other party or any of their Affiliates shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records that is related to the Business (in the case of the Acquiror and its Affiliates) or are related to the Energy Storage Business (in the case of the Company and its Affiliates) as it may elect. If so requested by a party hereto permitting the removal or retention of any books and records, the party hereto or its Affiliate seeking to remove and retain any books and records shall enter into a customary and mutually acceptable joint defense agreement with respect to any information to be removed or retained pursuant to this Section 5.03.

Section 5.04 Confidentiality.

(a) The terms of the letter agreement dated October 11, 2013 and amendments dated September 2, 2014, September 30, 2014 and January 28, 2015 (the “Confidentiality Agreement”) between Acquiror and the Company are incorporated into this Agreement by reference and shall continue in full force and effect (and the confidentiality obligations thereunder shall be binding upon the Acquiror and its Affiliates, officers, directors, employees and representatives as if parties thereto) until the Closing, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate. If, for any reason, the Closing does not occur, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.

(b) For a period of five (5) years from the Closing Date, except as to “trade secrets,” as such term is defined in the Uniform Trade Secrets Act (and codifications thereof under United States Law and corresponding international Law) Related to the Business (in the case of the Company) or primarily related to the Energy Storage Business (in the case of the Acquiror) for which the obligation of non-disclosure and non-use under this Section 5.04(b) shall not expire until they cease to be “trade secrets,” as such term is defined in the Uniform Trade Secrets Act (and codifications thereof under United States Law and corresponding international Law), each of the Company and the Acquiror shall, subject to the Intellectual Property License Agreement, hold, and shall cause its Affiliates to hold, in strict confidence and not use, disclose or release without the prior written consent of the Acquiror or the Company, as applicable, any

39

and all non-public information (“Confidential Information”) related to the Business (in the case of the Company) or related to the Energy Storage Business (in the case of the Acquiror); provided, that each party may disclose, or may permit disclosure of, any such Confidential Information (i) to its Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the parties hereto and in respect of whose failure to comply with such obligations, such party shall be responsible, (ii) to its Affiliates and Service Provider Parties (as defined in the Transition Services Agreement) and its and their respective Representatives as is reasonably required in connection with and for the sole purpose of the exercise of such party’s rights and obligations under any Transaction Agreement or (iii) if such party, any Service Provider Party (as defined in the Transition Services Agreement) or any of their respective Affiliates or one of their Representatives is compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or other legal process) or otherwise required by Law to disclose any such Confidential Information related to the Business or the Energy Storage Business, as applicable; provided, further, that each party may use, or may permit use of, any such Confidential Information as is reasonably required in connection with and for the sole purpose of the exercise of such party’s rights and obligations under any Transaction Agreement, but each party shall use commercially reasonable efforts not to disclose any Confidential Information related to the Business (in the case of the Company) or the Energy Storage Business (in the case of the Acquiror) to any personnel or employees of such party, or its Affiliates or Representatives who engage in any business of such party that competes with the Business (in the case of the Company) or the Energy Storage Business (in the case of the Acquiror). In the event that any demand or request for disclosure of any such Confidential Information is made pursuant to clause (iii) above, the party receiving such demand or request shall (x) as promptly as practicable notify the other party of the existence of such request or demand to the extent practicable and, if not otherwise prevented by Law, the disclosure that is expected to be made in respect thereto so that the other party may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will afforded to such Confidential Information and/or waive compliance with the provisions of this Section 5.04(b), and (y) if requested by the other party, cooperate with the other party (at the other party’s expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to such Confidential Information in respect of which such request or demand was made. If such a protective order or other remedy or the receipt of a waiver by the other party is not obtained and the party, any of its Affiliates, any of its Service Provider Parties or any of their respective Representatives is required by such Law to disclose any such Confidential Information, such party (or its applicable Affiliate, Service Provider Party or Representative) may disclose only that portion of the Confidential Information which is required to be disclosed. With respect to any Representative of the Acquiror or any of its Affiliates that, prior to the Closing, was a Representative of any of the Sellers or any of their respective Affiliates, nothing in this Section 5.04 shall vitiate such Representative’s confidentiality obligations owed to such Seller or any of its Affiliates (other than with respect to Confidential Information related to the Business) as a consequence of such Representative’s former employment with such Seller or any of its Affiliates.

(c) Notwithstanding anything to the contrary in this Agreement, Confidential Information does not include any information which (i) is generally available to and known by the public (other than as a result of a disclosure by the Company or its Affiliates, in the case of

40

information related to the Business, or by the Acquiror or its Affiliates, in the case of information related to the Energy Storage business), (ii) becomes available after the Closing Date to the Company or any of its Affiliates (in the case of information related to the Business) or the Acquiror or any of its Affiliates (in the case of information related to the Energy Storage Business) on a non-confidential basis from a source which is not subject to any contractual or other obligation of confidentiality to the Acquiror or any of its Affiliates (in the case of information related to the Business) or the Company or any of its Affiliates (in the case of information related to the Energy Storage Business), or (iii) is independently developed by the Company or any of its Affiliates (in the case of information related to the Business) or the Acquiror or any of its Affiliates (in the case of information related to the Energy Storage Business), as established through documentary evidence, without violation of such party’s covenants and agreements hereunder. Notwithstanding the foregoing, nothing herein shall prevent the Company and its Affiliates from disclosing or using information that is not related to the Business (as conducted by the Company and its Affiliates prior to the Closing) or is used or held for use in respect of any Excluded Asset or Excluded Liability, and nothing herein shall prevent the Acquiror and its Affiliates from disclosing or using information that is not related to the Energy Storage Business or is used or held for use in respect of any Transferred Asset or Assumed Liability.

Section 5.05 Reasonable Best Efforts; Antitrust Filings; Other Actions.

(a) Subject to the terms and conditions of this Agreement, each of the Company and the Acquiror shall use 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 each other in doing, all things necessary, proper or advisable to consummate and make effective, on or prior to the Termination Date, the transactions contemplated by this Agreement. Without limiting the foregoing, each of the Company and the Acquiror shall (i) use reasonable best efforts to cause the conditions set forth Section 8.01 and Section 8.02 (in the case of the Company) and Section 8.03 (in the case of the Acquiror) to be satisfied prior to the Termination Date, (ii) prepare and file as promptly as reasonably practicable the submissions under all Antitrust Laws required to consummate the transactions contemplated by the Transaction Agreements and, if requested, to promptly amend or furnish additional information thereunder, (iii) use reasonable best efforts to obtain all necessary actions or nonactions, waivers, clearances, consents, permits and approvals from Governmental Authorities and make all necessary registrations, notifications and filings and take of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Authority prior to the Termination Date, and (iv) as promptly as reasonably practicable following the receipt thereof, respond to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by the Company, the Acquiror or any of their respective Affiliates from any Governmental Authority. The Company and the Acquiror shall, subject to applicable Law, use reasonable best efforts to (x) cooperate and coordinate with the other in the taking of the actions contemplated by the immediately preceding sentence and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall as promptly as reasonably practicable inform the other party or parties hereto, as the case may be, of any communication to or from any Governmental Authority regarding the transactions contemplated by the Transaction Agreements. If the Company, the Acquiror or any of their Affiliates receives a request for additional information or documentary

41

material from any Governmental Authority with respect to transactions contemplated by the Transaction Agreements, then it shall use reasonable best efforts to make, or cause to be made, as promptly as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the transactions contemplated by the Transaction Agreements. To the extent reasonably practicable and subject to the provisions Section 5.02, legal counsel for the Acquiror and for the Company shall have the right to review in advance, and will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to the Acquiror or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any third party or Governmental Authority in connection with the transactions contemplated by the Transaction Agreements (provided that these materials may be redacted to the extent necessary to address reasonable attorney-client or other privilege, or other confidentiality concerns; provided, further, that the parties shall use reasonable best efforts to cause the information so redacted to be provided in a manner that would not reasonably be expected to result in any waiver or loss of such privilege, including by entering into a common interest or joint defense agreement). In exercising the foregoing rights, each of the Company and the Acquiror shall act reasonably and as promptly as reasonably practicable. Information disclosed pursuant to this Section 5.05 shall be subject to the Confidentiality Agreement, and the parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations thereunder. Neither the Company nor the Acquiror shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

(b) In furtherance, and not in limitation of the foregoing, each of the Company and Acquiror and their respective Affiliates agrees to cooperate with each other and use reasonable best efforts to resolve such objections, if any, as may be asserted by the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Governmental Authority of competent jurisdiction with respect to the transactions provided for in this Agreement under Antitrust Laws, to permit the transactions contemplated by the Transaction Agreements to be consummated in the most expeditious manner practicable. Notwithstanding the foregoing, neither Acquiror nor any of its Affiliates will be required by this Section 5.05 to (i) take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the sale, divestiture, license or other disposition of any assets, properties or businesses of any of Acquiror or any of their respective Subsidiaries or Affiliates, or (b) limits Acquiror’s freedom of action with respect to, or its ability to retain, any of the Transferred Assets; or (ii) to defend, oppose, contest or resist any litigation or adjudicative legal or similar proceedings relating to the transactions contemplated by this Agreement and the other Transaction Agreements.

(c) The parties shall work cooperatively together on all communications and strategy relating to the Antitrust Laws and litigation matters (provided that each party acts in

42

good faith and is not constrained from complying with applicable Law), subject to consultations with one another and the inclusion of the other party at meetings with Governmental Authorities involving substantive issues under the Antitrust Laws, unless the inclusion of one party is reasonably determined after good faith consultation by both parties to be strategically detrimental to the ultimate goal of obtaining clearance of the transactions contemplated by the Transaction Agreements under the Antitrust Laws.

Section 5.06 Rights to Name and Marks.

(a) The Acquiror agrees as follows:

(i) Except as expressly permitted in Section 5.06(b), the Acquiror and its Affiliates shall make no use of the Company Name and Company Marks.

(ii) The Acquiror, for itself and its Affiliates, acknowledges and agrees that neither the Acquiror nor any of its Affiliates does or shall have any rights in any of the Company Name and Company Marks, and that, as between the parties hereto, the Sellers and their Affiliates, as the case may be, are and shall remain the sole and exclusive owner of all right, title and interest in and to the Company Name and Company Marks.

(b) Notwithstanding Section 5.06(a)(i), (i) for a period of twenty four (24) months after the Closing, the Acquiror may: (A) sell inventory of Business products included in the Transferred Assets that have the Polypore Name and Polypore Marks engraved or embossed upon them as of the date of the Closing and (B) use the Polypore Name and Polypore Marks on products of the Business that are manufactured using equipment and tooling included in the Transferred Assets and that were being manufactured prior to the Closing and have the Polypore Name and Polypore Marks engraved or embossed upon them, but only to the extent such engraving or embossing on such products was done in the conduct of the Business prior to the Closing using such equipment and tooling, and (ii) for a period of eighteen (18) months after the Closing, the Acquiror may: use the Trademark “Celgard” in connection with the marketing, promotion, sale and regulatory filings of Business products solely to the extent the Trademark “Celgard” was used on such Business products in connection with such marketing, promotion, sale and regulatory filings and solely in like fashion to the manner in which such “Celgard”-branded Business products were being offered by the Sellers and their Affiliates prior to the Closing; provided that in the case of each of clauses (i) and (ii), that (x) the Acquiror shall cease all use of the Polypore Name and Polypore Marks and of the Trademark “Celgard” as soon as reasonably practicable after the Closing Date and in any event no later than twenty four (24) months thereafter (in the case of the Polypore Name and Polypore Marks) or eighteen (18) months thereafter (in the case of the Trademark “Celgard”), as applicable; and (y) if any required Governmental Approval in respect of replacing or re-tooling any equipment or tooling or rebranding Business products described in this Section 5.06(b)(i) has not been granted at the end of such twenty four (24) month period and the Acquiror has used all reasonable best efforts to obtain such Governmental Approval prior to the end of such twenty four (24) month period (and continues to use all reasonable best efforts to obtain such Governmental Approval), such period may be extended with the Sellers’ written consent (not to be unreasonably withheld) solely to the extent applicable to those products, equipment or tooling that require such Governmental Approval.

43

(c) Any use by the Acquiror of the Polypore Name and Polypore Marks and of the Trademark “Celgard” during the applicable limited license periods provided in Section 5.06(b) shall be (i) solely in connection with Business products that (A) are the type of goods, products and services in connection with which the Sellers and their Affiliates were using the Polypore Name and Polypore Marks (with respect to use pursuant to Section 5.06(b)(i)) or the Trademark “Celgard” (with respect to use pursuant to Section 5.06(b)(ii)), as applicable, at the time of the Closing and (B) of a quality at least as high in all material respects as the quality of goods, products and services provided by the Sellers and their Affiliates immediately prior to the Closing and (ii) subject to all style and other usage guidelines in effect for the Polypore Name and Polypore Marks or the Trademark “Celgard”, as applicable, immediately prior to the Closing. The Sellers shall have the right to direct the Acquiror to cease any use of the Polypore Name and Polypore Marks and/or the Trademark “Celgard” that does not comply with this Section 5.06. All goodwill associated with the use by the Acquiror of the Polypore Name and Polypore Marks and of the Trademark “Celgard” shall inure to the benefit of the Sellers or their Affiliates, as applicable. The Acquiror shall not use, or permit, direct or encourage a third party to use, the Company Name and Company Marks in or as part of any corporate name, Internet domain name, “d/b/a,” business name, fictitious name or partnership name. All rights not expressly granted herein are reserved by the Sellers and their Affiliates.

(d) From and after the Closing, the Sellers agree as follows:

(i) The Sellers and their Affiliates shall make no use of the Business Name and Business Marks.

(ii) The Sellers, for themselves and their Affiliates, acknowledge and agree that neither the Sellers nor any of their Affiliates do or shall have any rights in any of the Business Name and Business Marks, and that, as between the parties hereto, the Acquiror and its Affiliates, as the case may be, will be the sole and exclusive owner of all right, title and interest in and to the Business Name and Business Marks

Section 5.07 Further Action Regarding Intellectual Property.

(a) If, after the Closing, the Company, the Sellers or the Acquiror identify any item of Intellectual Property that should have been included as Business Intellectual Property constituting a Transferred Asset that was not previously transferred by the Sellers to the Acquiror, then the Company and the other Sellers shall use reasonable best efforts to promptly transfer such Intellectual Property to the Acquiror for no additional consideration.

(b) If, after the Closing, the Company, the other Sellers or the Acquiror identify any item of Intellectual Property that was transferred by the Sellers to the Acquiror and that is not Business Intellectual Property, the Acquiror shall use reasonable best efforts to promptly transfer such Seller Intellectual Property to the Sellers or their designated Affiliate for no additional consideration.

44

(c) Prior to the Closing, the Company and the other Sellers shall use reasonable effort to effectuate all filings, recordations and/or other actions (including with any and all Governmental Authority) necessary to record the Sellers’ interest in, and the chain of title of, each item of Business Intellectual Property that is Registered Intellectual Property as set forth on Section 5.07(c) of the Sellers Disclosure Schedule.

Section 5.08 Ancillary Agreements.

(a) At the Closing, the Company or an Affiliate of the Company, and the Acquiror, shall execute and deliver a transition services agreement, in the form attached hereto as Exhibit B, (the “Transition Services Agreement”), subject to any modifications made thereto pursuant to this Section 5.08 after approval by each of the parties and Merger Buyer.

(b) The Acquiror acknowledges and agrees that, except as may be provided pursuant to any Ancillary Agreement, effective as of the Closing Date (i) all Overhead and Shared Services provided to the Business shall cease and (ii) the Company and its Affiliates shall have no further obligation to provide any such Overhead and Shared Services to the Business except for any such Overhead and Shared Services that may be added after the Closing Date pursuant to any Ancillary Agreement. For purposes of this Agreement, “Overhead and Shared Services” means any ancillary or corporate shared services that are provided by the Company or any Affiliate of the Company to both (A) the Business and (B) other businesses of Seller and its Affiliates. The Company acknowledges and agrees that, except as may be provided pursuant to any Ancillary Agreement, effective as of the Closing Date (i) all ancillary or corporate shared services that are provided by the Business to the other businesses of the Company and its Affiliates shall cease and (ii) the Acquiror shall have no obligation to provide any such services to the Company and its Affiliates except for any such services that may be added after the Closing Date pursuant to any Ancillary Agreement.

(c) During the period from the date of this Agreement to the Closing, the Company and the Acquiror shall cooperate in good faith, in consultation with Merger Buyer, to identify additional transition services (and prepare additional transition service schedules) that are reasonably necessary to the operation of the Business (in the case of the Acquiror) or the Energy Storage Business (in the case of the Sellers) that were used in the conduct of the Business or the Energy Storage Business, as applicable, during the 12 month period ended on the date hereof, and that such party reasonably determines necessary to effectuate the orderly consummation of the transactions contemplated by this Agreement. Upon the identification of any such services, each party, in consultation with (and after approval by) the Merger Buyer, shall use its commercially reasonable efforts to, as soon as reasonably practicable, negotiate a new transition service schedule or an amendment to an existing transition service schedule to the Transition Services Agreement, in either case with respect to such additional transition service and (after approval by the Merger Buyer) that includes the fees in respect thereof, which fees shall be consistent with the principles set forth in Section 3.1 of the Transition Services Agreement.

(d) Subject to Section 5.02, during the period from the date of this Agreement until the Closing Date, the Company shall use commercially reasonable efforts to cooperate with the Acquiror with respect to the Company’s information technology systems (including payroll, SAP, emails, access, security, time management, quality and traceability) to enable continuity of the Business at and after the Closing.

45

(e) Subject to Section 5.02, during the period from the date of this Agreement until the Closing Date, the Company shall use commercially reasonable efforts to cooperate with the Acquiror with respect to export, trade and similar compliance matters relating to the Business to enable continuity of the Business (including the shipment of Business products) at and after the Closing.

(f) Subject to Section 5.02, during the period from the date of this Agreement to the Closing, the Company and the Acquiror shall cooperate in good faith to identify any additional Ancillary Conveyance Agreements described in clause (e) of the definition thereof. Upon the submission of any request to enter into any such Ancillary Conveyance Agreement at the Closing, each party, in consultation with the Merger Buyer, shall use its commercially reasonable efforts to, as soon as reasonably practicable, negotiate a conveyance agreement in form and substance reasonably satisfactory to the parties and the Merger Buyer.

(g) The parties agree that they shall not make any modification to the forms of any of the Ancillary Agreements in any manner that would be adverse to the interests of the Company or Merger Buyer, unless such modification shall have been approved in writing by each of the parties and Merger Buyer.

Section 5.09 Non-Solicitation of Employees. For a period of two (2) years following the Closing:

(a) The Company shall not, and shall cause its Affiliates not to, directly or indirectly, solicit or recruit any Person who on the Closing Date is a Business Employee; provided, that the foregoing shall not prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at any Business Employee (or hiring as a result thereof) or (B) the Company or any of its Affiliates from soliciting or recruiting any Business Employee who has ceased to be employed or retained by the Acquiror or any of its Affiliates for a period of at least six (6) months prior to such solicitation or recruitment, as applicable; and

(b) The Acquiror shall not, and shall cause its Affiliates not to, directly or indirectly, solicit or recruit any Person who on the Closing Date is employed or engaged as a consultant by the Company or any of its Affiliates and is not a Business Employee; provided, that the foregoing shall not prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at any such Person (or hiring as a result thereof) or (B) the Acquiror or any of its Affiliates from soliciting or recruiting any such Person who has ceased to be employed or retained by the Company or any of its Affiliates for a period of at least six (6) months prior to such solicitation or recruitment, as applicable.

Section 5.10 Insurance. From and after the Closing Date, (1) the Company and its Affiliates shall pay to the Acquiror all insurance proceeds (net of any reasonable third party costs and expenses and any material internal costs and expenses incurred in connection with such

46

claim and obtaining such proceeds) that it or any of its Affiliates receives following the date hereof to the extent relating to the Business, the Transferred Assets or any of the Assumed Liabilities with respect to any claims made by the Company or its Affiliates under any policies of insurance of the Company or any of their Affiliates in effect prior to the Closing, and (2) at the written request of the Acquiror, the Company and its Affiliates shall, at the cost and expense of the Acquiror, use commercially reasonable efforts to seek recovery on behalf of the Acquiror under such insurance policies (to the extent permitted under such insurance policies) in respect of any pre-Closing claims that may be made by the Company or any of its Affiliates relating to the Business, the Transferred Assets or any of the Assumed Liabilities, subject to any deductible or self retention or other policy requirement or limit; provided that this Section 5.10 shall not require the Company or its Affiliates to initiate, engage in or threaten litigation with any Person, including any of its insurance carriers. Without limiting the generality of the foregoing, the Company or its Affiliates will use commercially reasonable efforts to coordinate with the Acquiror and the insurance company that provides workers’ compensation coverage (and any international equivalent of workers’ compensation coverage) to ensure the existing insurance coverage is appropriately allocated and liability reserves are fully funded to cover any claims that are Related to the Business and that have been made prior to the Closing.

Section 5.11 Further Action.

(a) Subject to Section 5.05(a), each of the Company shall, and shall cause the other Sellers to, execute and deliver, or shall cause to be executed and delivered, such documents and other papers and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of the Transaction Agreements and give effect to the transactions contemplated by the Transaction Agreements.

(b) From time to time following the Closing, the Company and the Acquiror shall, and the Company shall cause the other Sellers to, use their reasonable efforts to execute, acknowledge and deliver, or to cause their Affiliates to execute, acknowledge and deliver, all reasonable further conveyances, notices, assumptions, releases and acquittances and instruments, and shall take such reasonable actions as may be necessary or appropriate, to make effective the transactions contemplated hereby as may be reasonably requested by the other parties hereto (including (i) transferring back to the Sellers or their designated Affiliates any asset or liability not contemplated by this Agreement to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Acquiror at the Closing and (ii) transferring to the Acquiror any asset or liability contemplated by this Agreement to be a Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Acquiror at the Closing).

Section 5.12 Shared Contracts. With respect to the Shared Contracts, the parties agree that the Company and its Affiliates, and the Acquiror and its Affiliates, respectively, shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens related to such benefits, following the Closing. From the date hereof until the date that is eighteen (18) months after the Closing Date, the parties hereto shall use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit the Company and its Affiliates or the Acquiror and its Affiliates, as

47

applicable, to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that neither the Company, the Acquiror or any of their respective Affiliates shall be required to offer or grant any non-financial accommodation in connection therewith. If, on the Closing Date, any such third party agreement or consent is not obtained, the Company and the Acquiror shall, and the Company shall cause the other Sellers to, cooperate in a mutually acceptable arrangement under which the Sellers and their respective Affiliates or the Acquiror and its Affiliates, as applicable, would, in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract for the benefit (and at the expense) of the other party or any its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 5.12.

Section 5.13 Termination of Certain Indebtedness.

(a) At least six (6) Business Days prior to the Closing Date, the Company shall deliver to the Acquiror executed prepayment notices (to the extent the agreements underlying such Indebtedness require such notice) and at least five (5) Business Days prior to the Closing Date, the Company shall deliver to the Acquiror (a) customary payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, with respect to (i) all Indebtedness of the Company and its Subsidiaries under the Company Credit Agreement (including, for the avoidance of doubt, all obligations under and in respect of any swap, hedging or similar agreement entered into by the Company in connection with such Indebtedness) and (ii) any other Indebtedness for borrowed money specified by the Acquiror to the Company no later than twelve (12) Business Days prior to the Closing Date. Such payoff letters shall (x) provide for the cash collateralization of any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement), to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank, (y) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such Indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such Indebtedness and (z) release and terminate any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such Indebtedness and any guarantees thereof. At the Closing, the Company shall discharge such Indebtedness.

(b) Prior to the Closing, the Company shall use reasonable best efforts to negotiate and seek to obtain customary payoff and lien release documents to effectuate the release and termination, as of Closing, of Encumbrances (other than Permitted Encumbrances) on the Transferred Assets (the release and termination of which are not otherwise covered by Section 5.13(a)), including releases of any security agreements filed against the Business Intellectual Property or the Transferred Assets. The Company shall use reasonable best efforts to afford Acquiror and its Representatives the opportunity to review and comment on such release and termination documents. Nothing herein shall be deemed to modify the obligations of the Company and Sellers to sell, convey, assign, transfer and deliver the Transferred Assets free and clear of all Encumbrances other than Permitted Encumbrances, as provided in Section 2.01(a).

48

Section 5.14 No Solicitation.

(a) From and after the date of this Agreement until the Closing or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, neither the Company, its Subsidiaries nor any of its or their respective officers or directors shall, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly.

(i) solicit, initiate, knowingly facilitate (including by way of furnishing information or assistance) or knowingly encourage any inquiries regarding, or the making of any inquiry, offer or proposal (whether written or oral, binding or nonbinding) that constitutes, or could reasonably be expected to lead to, a Competing Proposal;

(ii) enter into, engage in, continue, conduct or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, offer or proposal (whether written or oral, binding or nonbinding) that constitutes, or would reasonably be expected to lead to, a Competing Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring Person to this Section 5.14 and to limit its conversation or other communication exclusively to such referral); or

(iii) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, Contract, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Competing Proposal.

(b) The Company shall, and shall direct its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with (and provision of information to) any Person conducted heretofore with respect to any actual or potential Competing Proposal and promptly cause the prompt return or destruction of all confidential information previously furnished in connection therewith. From and after the date of this Agreement until the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, the Company shall not, and shall cause its controlled Affiliates not to, (i) release or permit the release of any Person from, waive or terminate or permit the waiver or termination of, or amend or modify or permit the amendment or modification of, (A) any provision of any “standstill” or similar agreement to which the Company or any of its controlled Affiliates is a party (provided that the Company may amend any such agreement to the extent required to permit the submission of a Competing Proposal to the Company Board on a confidential basis if the Company Board shall have determined in good faith, after consultation with its outside legal counsel and independent financial advisor, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided, further, that any such amendment be conditioned upon the applicable counterparty agreeing that the Company shall not be prohibited from providing any information to Acquiror (including information regarding any such Competing Proposal) in accordance with, and otherwise complying with, this Section 5.14) or (B) any confidentiality provision in any agreement to which the Company or any of its controlled Affiliates is a party or (ii) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of the

49

DGCL. Except to the extent otherwise permitted by the proviso in the preceding sentence, the Company shall, and shall cause its controlled Affiliates to, enforce the confidentiality and standstill provisions of all agreements to which it or its controlled Affiliates are a party. Neither the Company nor any of its Subsidiaries shall reimburse or agree to reimburse the expenses of any third party in connection with any Competing Proposal or any inquiry, proposal or offer which could reasonably be expected to lead to a Competing Proposal.

(c) Notwithstanding the restrictions set forth in Section 5.14(a), if at any time following the date hereof and prior to obtaining the Stockholder Approval, (i) the Company receives a bona fide, unsolicited written Competing Proposal that the Company Board determines in good faith, after consultation with its outside legal counsel and independent financial advisor, constitutes, or could reasonably be expected to lead to, a Superior Proposal, (ii) such Competing Proposal did not result from a material breach of this Section 5.14, (iii) the Company Board determines in good faith, after consultation with its outside legal counsel and independent financial advisor, that the failure to take the actions described in clauses (A) and (B) below would be inconsistent with the Company Board’s fiduciary duties under applicable Law and (iv) before taking the actions described in clause (A) below, the Company receives from the Person making such Competing Proposal an executed confidentiality agreement on terms at least as favorable to the Company as those contained in the Confidentiality Agreement (provided that such confidentiality agreement shall not be required to restrict the submission of a Competing Proposal to the Company Board on a confidential basis), the Company may (A) furnish nonpublic information to the Person making such Competing Proposal, if, to the extent not previously furnished, the Company contemporaneously furnishes such information to Acquiror and (B) participate in discussions or negotiations with such Person (and its Representatives) making such Competing Proposal with respect to such Competing Proposal. The Company shall promptly notify Acquiror (within no more than 48 hours) of the communication or receipt of any Competing Proposal, indicating, in connection with such notice, the identity of the Person making such Competing Proposal and the material terms and conditions thereof. The Company shall keep Acquiror reasonably informed on a current basis (within no more than 48 hours) as to the status of (including any material developments, discussions or negotiations regarding) any such Competing Proposal (including whether such Competing Proposal or request has been withdrawn or rejected and any material change to the terms thereof). The Company agrees that it and its controlled Affiliates will not enter into any agreement with any Person which prohibits the Company from providing any information to Acquiror in accordance with, or otherwise complying with, this Section 5.14.

(d) From and after the date of this Agreement until the Effective Time or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, except to the extent permitted by Section 5.14(e), neither the Company Board nor any committee thereof shall (i) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, in any manner, the Board Recommendation (a “Change of Recommendation”), (ii) approve or recommend or resolve to or propose publicly to approve or recommend, any Competing Proposal or (iii) authorize, cause or permit the Company or any of its Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition or other agreement or understanding relating to, or that is intended or would reasonably be expected to lead to, any Competing Proposal (other than a confidentiality agreement permitted by Section 5.14(c)) or resolve, propose publicly or agree to do any of the foregoing.

50

(e) Notwithstanding anything in this Agreement to the contrary, if (i) there shall occur any material event that (A) is not related to a Competing Proposal, and (B) was not known to or reasonably foreseeable by the Company Board as of the date of this Agreement but became known to the Company Board prior to the Stockholder Approval (any such material event, an “Intervening Event”) and (ii) the Company Board shall have determined in good faith, after consultation with its outside legal counsel and independent financial advisor, that the failure to effect a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law, then prior to the receipt of the Stockholder Approval the Company Board may, subject to compliance with this Section 5.14, effect a Change of Recommendation; provided, however, that prior to so effecting a Change of Recommendation, (x) the Company shall have provided to Acquiror at least five Business Days prior written notice of its intention to take such action, which notice shall include, in reasonable detail, the reasons therefor and a summary of all material facts and circumstances related to the applicable Intervening Event, (y) the Company shall have negotiated, and directed its Representatives to negotiate, in good faith with Acquiror and its Representatives during such notice period (to the extent Acquiror desires to negotiate) with respect to any revisions to the terms of this Agreement proposed by Acquiror such that the failure of the Company Board to effect such Change of Recommendation, in the Board’s good faith determination, would no longer be inconsistent with its fiduciary duties under applicable Law and (z) upon the end of such notice period, the Company Board shall have considered in good faith all revisions to the terms of this Agreement proposed in writing by Acquiror and shall have determined, after consultation with its outside legal counsel and independent financial advisor, that the failure to effect such Change of Recommendation would nevertheless continue to be inconsistent with its fiduciary duties under applicable Law.

(f) Notwithstanding anything in this Agreement to the contrary, if the Company Board shall have determined in good faith, after consultation with its outside legal counsel and independent financial advisor, that a bona fide, unsolicited written Competing Proposal made after the date hereof that did not result from a breach of the Company’s obligations under this Section 5.14 constitutes a Superior Proposal and that the failure of the Company Board to approve, recommend or enter into a definitive agreement relating to such Superior Proposal would be inconsistent with its fiduciary duties under applicable Law, then at any time prior to the receipt of the Stockholder Approval the Company Board may, subject to compliance with this Section 5.14(f), cause the Company to terminate this Agreement pursuant to Section 9.01(g) in order to concurrently enter into a definitive agreement that constitutes a Superior Proposal upon (and subject to) paying the Termination Fee in accordance with Section 9.02; provided, however, that prior to so terminating the Agreement, (i) the Company shall have provided to Acquiror at least five Business Days prior written notice of its intention to take such action (a “Notice of Superior Proposal”), which notice shall include, in reasonable detail, the reasons therefor and any information and materials required to be delivered under Section 5.14(c) that have not yet been provided to Acquiror, (ii) the Company shall have negotiated, and directed its Representatives to negotiate, in good faith with Acquiror and its Representatives during such notice period (to the extent Acquiror desires to negotiate) with respect to any revisions to the terms of this Agreement proposed by Acquiror such that such

51

Superior Proposal would no longer constitute a Superior Proposal and (iii) upon the end of such notice period, the Company Board shall have considered in good faith all revisions to the terms of this Agreement and the Merger Agreement proposed in writing by Acquiror and/or the Merger Buyer, and shall have determined, after consultation with its outside legal counsel and independent financial advisor, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal if the proposed revisions were to be given effect and that the failure of the Company Board to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable Law. Any change to the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of a Superior Proposal shall require the Company to deliver to Acquiror a new Notice of Superior Proposal and a new five Business Day notice period shall commence thereafter.

(g) Nothing contained in this Agreement shall prohibit the Company Board from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or (ii) making any disclosure to its stockholders if the Company Board shall have determined in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with any applicable Law; provided, that the Company Board may not effect a Change of Recommendation, unless permitted to do so by Section 5.14(e), provided, further, that any disclosure (other than a “stop-look-and-listen” communication to its stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act) made pursuant to Rule 14d-9 or 14e-2(a) shall be deemed to be a Change of Recommendation, unless the Company Board expressly reaffirms in such disclosure the Board Recommendation. The Company shall not submit to the vote of its stockholders any Competing Proposal or Superior Proposal prior to the termination of this Agreement.

(h) The Company shall ensure that its Representatives are aware of the provisions of this Section 5.14. Any material violation of the restrictions contained in this Section 5.14 by any of its Representatives shall be deemed to be a material breach of this Section 5.14 by the Company.

(i) For purposes of this Agreement:

(i) “Competing Proposal” means any inquiry, offer or proposal (from any Person or group of Persons other than Acquiror or its Subsidiaries) relating to, or that may lead to, in a single transaction or a series of related transactions, (A) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, joint venture or similar transaction involving the Company or any of its material Subsidiaries, (B) any acquisition of 15% or more of the outstanding Company Common Stock or securities of the Company representing more than 15% of the voting power of the Company, (C) any acquisition (including the acquisition of stock in any Subsidiary of the Company) of the Company, including pursuant to a joint venture, representing 15% or more of the consolidated assets, revenues or net income of the Company, (D) any tender offer or exchange offer that if consummated would result in any Person beneficially owning 15% or more of the outstanding Company Common Stock or securities of the Company representing

52

more than 15% of the voting power of the Company or (E) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock (or voting power of securities of the Company other than the Company Common Stock) involved is 15% or more.

(ii) “Superior Proposal” means a bona fide, unsolicited written Competing Proposal (A) that if consummated would result in a Person other than Merger Buyer or its Subsidiaries (or in the case of a direct merger between such Person and the Company, the stockholders of such Person) acquiring, directly or indirectly, (1) all or substantially all of the outstanding Company Common Stock or (2) all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole and (B) that the Company Board determines in good faith, after consultation with its outside legal counsel and independent financial advisor, taking into account all the terms of the Competing Proposal (including the legal, financial and regulatory aspects of such proposal, the identity of the Person making such proposal and the conditions for completion of such proposal) is more favorable, from a financial point of view, to the Company’s stockholders than the transactions contemplated by this Agreement (taking into account any revised proposal to amend the terms of this Agreement.

Section 5.15 Public Announcements. The parties agree that the initial press releases to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. The Company and the Acquiror shall (a) consult with each other before issuing or making, (b) give each other the opportunity to review and comment upon, (c) consider in good faith the views of each other with respect to and (d) not issue or make without the prior written consent of the other (which consent shall not to be unreasonably withheld, delayed or conditioned), any press release or other public statement with respect to the transactions contemplated by this Agreement; provided that the Company or the Acquiror may, without the prior written consent of the other (but after prior consultation, to the extent practicable in the circumstances) issue a press release or make any other public statement to the extent required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

Section 5.16 Stockholder Litigation. The Company shall promptly notify the Acquiror of any stockholder litigation against it and/or its directors relating to this Agreement, the Merger Agreement, the Merger and/or the transactions contemplated by this Agreement or the Merger Agreement and shall keep the Acquiror reasonably informed regarding any such stockholder litigation. Without limiting Section 5.01(e), the Company shall give the Acquiror the opportunity to participate in the defense or settlement of any such stockholder litigation and shall give due consideration to the other party’s advice with respect to such stockholder litigation.

Section 5.17 Notification of Certain Matters.

(a) Subject to applicable Law, the Company shall give prompt notice to the Acquiror of (a) the occurrence or nonoccurrence of any change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be expected to

53

cause any of the conditions to Closing set forth in Section 8.01 or Section 8.02 not to be satisfied, (b) any notice or other communication received by the Company or any of its Subsidiaries from any third party alleging that the consent of such third party is or may be required in connection with the other transactions contemplated by the Transaction Agreements, (c) any notice or other communication received by the Company or any of its Subsidiaries from any customer, supplier, vendor, licensor, licensee or other business partner to the effect that such customer, supplier, vendor, licensor, licensee or other business partner is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of any of the transactions contemplated by this Agreement, (d) any notice or other communication from any Governmental Authority received by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement (and a copy of any such notice or communication shall promptly be furnished to the Acquiror) and (e) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, of which the Company has knowledge.

(b) Subject to applicable Law, the Acquiror shall give prompt notice to the Company of (a) the occurrence or nonoccurrence of any change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be expected to cause any of the conditions to Closing set forth in Section 8.01 or Section 8.03 not to be satisfied, (b) any notice or other communication from any Governmental Authority received by the Acquiror or any of its Subsidiaries in connection with the transactions contemplated by the Transaction Agreements (and a copy of any such notice or communication shall promptly be furnished to the Company) and (c) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, of which the Acquiror has knowledge.

(c) The delivery of any notice pursuant to this Section 5.17 shall not limit or otherwise affect the remedies available hereunder.

Section 5.18 Payments Received. The Company and its Affiliates each agree that after the Closing they will hold and will promptly transfer and deliver to the Acquiror, from time to time as and when received by them, any cash, checks with appropriate endorsements (using commercially reasonable efforts not to convert such checks into cash), or other property that they may receive on or after the Closing which properly belongs to the Acquiror, including without limitation any insurance proceeds, and will account to the Acquiror for all such receipts. From and after the Closing, the Acquiror shall have the right and authority to endorse without recourse the name of the Company or any other Seller on any check or any other evidences of indebtedness received by the Acquiror on account of the Business and the Transferred Assets.

Section 5.19 Letters of Credit; Surety Bonds; Guarantees. The Company and Acquiror each shall use commercially reasonable efforts (which shall not require any modifications of the terms of the underlying obligations) to cause the Acquiror to be substituted in all respects for the Sellers and their Affiliates effective as of the Closing Date, in respect of all obligations of the Sellers and their Affiliates under any surety bonds, letters of credit or guarantees made or provided by the Sellers and their Affiliates (or any of them) primarily for the benefit of the Business; provided, however, that in no event will the failure to cause the Acquiror to be so

54

substituted prevent the consummation of the transactions contemplated by this Agreement. From and after the date of this Agreement until the Closing, the Company shall use commercially reasonable efforts to identify in writing to the Acquiror, and to provide to the Acquiror relevant information and documentation regarding, any such surety bonds, letters of credit or guaranties. If the Acquiror is unable to effect any such substitution after using its commercially reasonable efforts to do so, then the Acquiror shall (a) obtain letters of credit, on terms and from financial institutions reasonably satisfactory to the Company, with respect to the obligations covered by each of the surety bonds or letters of credit for which the Acquiror does not effect such substitution in an amount equal to the amount of each such item outstanding as of the Closing and (b) indemnify and hold harmless the Sellers and its Affiliates with respect to any Liabilities suffered or incurred after the Closing pursuant to any such surety bonds, letters of credit or guarantees.

Section 5.20 Preparation of the Proxy Statement; Stockholder Meetings.

(a) The Company shall file with the SEC the Proxy Statement as soon as practicable following the date of this Agreement and shall use its reasonable best efforts, to the extent within its control (and, for the avoidance of doubt, subject to the fourth sentence of this Section 5.20(a)), to do so within twenty (20) Business Days after the date hereof. The Company will respond as promptly as practicable to any comments from the SEC or the staff of the SEC on the Proxy Statement. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable. No filing of, or amendment or supplement to the Proxy Statement (or response to any comments thereon) will be made by the Company, without obtaining Acquiror’s prior consent, which shall not be unreasonably withheld, delayed or conditioned. The Company shall promptly notify Acquiror of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Acquiror with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement.

(b) The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. To the extent within its control, the Company shall cause the Proxy Statement, at and from the date it is first mailed to the stockholders of the Company until the Company Stockholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any information relating to the Company or Acquiror, or any of their respective Affiliates, directors or officers, is discovered by the Company or Acquiror which should be set forth in an amendment or supplement to either the Proxy Statement, so that such document would not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the stockholders of the Company.

55

(c) The Company shall, as soon as reasonably practicable following the date the Proxy Statement is permitted by applicable Law to be mailed to the Company’s stockholders, take all actions necessary to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of seeking the Stockholder Approval (the “Stockholders Meeting”), in accordance with applicable Laws and the Governing Documents of the Company; provided that the Company may postpone or adjourn the Stockholders Meeting only (A) with the written consent of Acquiror or (B) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Laws. In connection with the Stockholders Meeting, the Company shall (i) unless there has been a Change of Recommendation in accordance with Section 5.14(e), use reasonable best efforts to obtain the Stockholder Approval (including by soliciting proxies in favor of the adoption of this Agreement and ensuring that all proxies so solicited are solicited in compliance with all applicable Laws and the rules of the New York Stock Exchange) and (ii) otherwise comply with all legal requirements applicable to such meeting. The Company shall include in the Proxy Statement the Board Recommendation, unless there has been a Change of Recommendation in accordance with Section 5.14(e). Without limiting the generality of the foregoing, the Company shall submit the transactions contemplated by this Agreement and this Agreement for the approval of its stockholders at the Stockholder Meeting whether or not a Change of Recommendation shall have occurred or a Competing Proposal shall have been publicly announced or otherwise made known to the Company, the Company Board, its Representatives or its stockholders and there shall be no vote of the Company’s stockholders in respect of any Competing Proposal prior to the Stockholders Meeting. Without the prior written consent of Acquiror, the adoption of the Merger Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Stockholders Meeting, provided, however, that the Company may, its sole discretion, combine the Stockholders Meeting with its Annual Meeting of Stockholders and include the applicable matters thereto among the matters to be voted on by the Company’s stockholders at the Stockholders Meeting if either (x) the Company is so required by applicable Law or (y) the combination of the Stockholders Meeting with the Company’s Annual Meeting of Stockholders would not reasonably be expected to delay the Stockholders Meeting; provided, further, that nothing in this Section 5.20 shall prohibit the Company from holding its Annual Meeting of Stockholders separate from the Stockholders Meeting.

Section 5.21 Post-Closing Satisfaction of Closing Deliverables. In the event that any deliverables described in Section 2.05 were not delivered by the Company and/or the other Sellers at the Closing, or any deliverables described in Section 2.06 were not delivered by the Acquiror at the Closing, the Company and the Acquiror shall reasonably cooperate and use reasonable best efforts to deliver or cause to be delivered, as promptly as reasonably practicable following the Closing, all such items not so delivered at the Closing.

Section 5.22 Closing of Financial Books and Records. In the event that the Closing occurs two (2) or more Business Days prior or subsequent to the last day of a month, the Company shall, as promptly as practicable following the Closing, close its financial books and records, consistent in all respects to past practices and in accordance with GAAP, producing a balance sheet, income statement and cash flow statement reflective of the Closing Date.

56

ARTICLE VI

EMPLOYEE MATTERS

Section 6.01 German Employee Matters.

(a) Transfer of Employment. It is the parties’ understanding that the consummation of the transaction contemplated by this Agreement constitutes with respect to the Business Employees who are employed in Germany and currently working exclusively or predominantly for the Business in Germany (including any Business Employee who is on a leave of absence for any reason or any Business Employee on maternity or parental leave) (“German Business Employees”) a transfer of undertaking (Betriebsübergang) from the Subsidiaries of the Company in Germany that employ German Business Employees (the “Sellers’ German Entities”) to Acquiror within the meaning of section 613a of the German Civil Code (Bürgerliches Gesetzbuch or BGB). As a consequence, the employment relationships of the German Business Employees will, by operation of law, transfer to Acquiror with effect as of the Closing Date, unless any individual German Business Employee objects to such transfer of his or her employment relationships in accordance with section 613a para. 6 of the German Civil Code (BGB).

(b) Notification of German Business Employees. Sellers’ German Entities and Acquiror shall jointly notify the German Business Employees without undue delay, however no later than the Closing Date, about the transfer of their employment relationships in text form pursuant to section 613a para. 5 of the German Civil Code (BGB). In order to accomplish this, Sellers’ German Entities shall provide to Acquiror within 15 days following the date hereof a list of all German Business Employees including the name, employee number, position or job title, principal place of employment and employing entity of each such employee. Sellers’ German Entities and Acquiror shall agree upon the wording of the notification. Each of Sellers’ German Entities and Acquiror shall provide and make accessible to the other the information required for the proper notification of the German Business Employees.

(c) Objections to the Transfer of Employment. Sellers’ German Entities will recommend to the German Business Employees not to object to the transfer of their employment relationship to Acquiror. Sellers’ German Entities and Acquiror will promptly inform each other about any objection by a German Business Employee against the transfer of his or her employment relationship to Acquiror after receipt of such objection. If any German Business Employee (an “Objecting Employee”) objects to the transfer of his or her employment relationship to Acquiror, whether during the objection period of one month beginning on the date of delivery of the notification pursuant to Section 6.01(b) (the “Objection Period”) or after the expiration of the Objection Period based on the fact that the information provided to him or her did not meet the requirements of section 613a para. 5 of the German Civil Code (BGB), Acquiror shall assume any and all Liabilities (including continued payment of salary until an ordinary notice of termination becomes effective as well as any reasonable severance, settlement or similar payments and related legal fees, including reasonable attorney’s fees, and including all

57

pension liabilities and other liabilities) to the extent arising out of the employment (from and after the Closing Date) or the termination of employment of such Objecting Employee or, if required due to social selection criteria under the German Act against Unlawful Dismissal (Kündigungsschutzgesetz), another employee of Sellers’ German Entities who is not a German Business Employee (any such Liabilities, “Termination Costs”); provided that the respective Sellers’ German Entity gives ordinary notice of termination to such Objecting Employee or other employee of such Sellers’ German Entity, as applicable, within a period of three months after having obtained the objection of the Objecting Employee. Sellers’ German Entities will use their commercially reasonable efforts to mitigate such costs and liabilities to the extent possible. In particular, prior to the termination of employment or the conclusion of any termination agreement, court settlement, out-of-court settlement agreement or similar agreement with any Objecting Employee or other employee of Sellers’ German Entities, as applicable, the respective Sellers’ German Entity will inform and consult with Acquiror regarding the Termination Costs.

(d) Long-Term Working Time Account. The German Business Employees have accrued claims under a long-term working time account within the meaning of section 7b German Social Security Code (Sozialgesetzbuch), which are funded by assets (“Time Account Assets”) held by a trustee under a contractual trust arrangement between Sellers’ German Entities and a third party as trustee. Upon request of Acquiror and subject to the trustee’s consent, Sellers’ German Entities shall take all commercially reasonable actions in order to ensure that, effective as of the Closing Date, the Time Account Assets can be held by the trustee as trustee under a contractual trust arrangement for Acquiror (“Continuation of CTA”). Sellers’ German Entities shall timely provide Acquiror with all required documents and agreements which are required for Continuation of CTA. In case Sellers’ German Entities fail to ensure Continuation of CTA, Sellers’ German Entities shall use commercially reasonable efforts to ensure that the trustee transfers the Time Account Assets to Acquiror or a third party to be determined by Acquiror. If such transfer of Time Account Assets is, for whatever reason, not possible, Sellers’ German Entities will transfer a cash amount equaling the value of the Time Account Assets to Acquiror or a third party to be determined by Acquiror.

(e) Pensions.

(1) Sellers’ German Entities are liable for pension benefit obligations to current and former Business Employees and their beneficiaries (“German Pension Obligations”). During the period between the date hereof and the Closing, Sellers’ German Entities will cooperate with Acquiror for the purpose of enabling Acquiror’s assumption of the German Pension Obligations and will provide to Acquiror or enable Acquiror to obtain, in each case to the extent within Sellers’ German Entities control or possession, (x) complete and accurate details of the underlying pension commitments (“Pension Commitments”), including true and complete copies or details of each document, resolution, action, practice or other matter which confers or describes an actual, prospective or contingent right to benefits under each Pension Commitment, (y) a complete and accurate list detailing each beneficiary who is a member of, or has any rights to benefits under, a Pension Commitment, and (z) complete and accurate details of the benefits payable or prospectively or contingently payable under the Pension Commitments in respect of its beneficiaries.

58

(2) Acquiror assumes all German Pension Obligations towards the German Business Employees attributable to the service time prior to the Closing Date by virtue of law in accordance with section 613a of the German Civil Code (BGB) (“Legally Required Assumed German Pension Obligations”). By virtue of this Agreement, Acquiror also assumes all German Pension Obligations towards the former Business Employees and those pensioners and beneficiaries already receiving payment of their Pension Commitments (“Contractually Agreed Assumed German Pension Obligations”) (together, the Legally Required Assumed German Pension Obligations and the Contractually Agreed Assumed German Pension Obligations are hereafter referred to as the “Assumed German Pension Obligations”) and all Liabilities (including administrative cost) arising out of or relating to such Contractually Agreed Assumed German Pension Obligations. Where applicable, Sellers’ German Entities shall transfer to Acquiror the Assumed Company Benefit Plan Assets attributable to the Assumed German Pension Obligations. In particular, Sellers’ German Entities shall, subject to the consent of the respective insurance provider, transfer to Acquiror any direct insurance contract or any re-insurance contract maintained for the current and former employees, pensioners and their beneficiaries to whom Sellers’ German Entities owe German Pension Obligations.

(3) As far as the Assumed German Pension Obligations are covered by a support fund (Unterstützungskasse), upon the request of Acquiror, Sellers’ German Entities shall use commercially reasonable efforts to ensure that Acquiror can become a sponsoring employer (Trägerunternehmen) of the support fund after the Closing Date and that the support fund will provide German Business Employees with benefits in line with the support fund scheme (“Continuation of Membership”). Sellers’ German Entities shall prove Continuation of Membership by rendering to Acquiror a respective declaration of consent of the support fund. In case Sellers’ German Entities fail to ensure Continuation of Membership, Sellers’ German Entities shall use commercially reasonable efforts to ensure that the support fund transfers the relevant portion of the support fund’s assets attributable to the Assumed German Pension Obligations under the support fund scheme prior to the Closing Date to Acquiror. If such transfer is not possible, Sellers’ German Entities shall indemnify Acquiror by a cash payment equaling the support fund assets attributable to the Assumed German Pension Obligations. For the avoidance of doubt, such cash payment will only become payable to the extent the pension obligations under the support fund scheme are funded and in the amount the support fund has actually accrued assets (which cannot be transferred to Acquiror or a third party), but will not become payable insofar as the pension obligations under the support fund scheme are unfunded because the support fund has not accrued any assets. This Section 6.01(e)(3) shall apply mutatis mutandis, if the German Business Employees’ memberships in the support fund are required for providing benefits in line with the support fund scheme.

59

Section 6.02 Employees in the U.S. and Other Countries.

(a) Acquiror shall or shall cause one of its Subsidiaries to extend to each Business Employee who is not employed in Germany an offer of employment effective as of the Closing Date. Each Business Employee who accepts the Acquiror’s or one of its Subsidiaries’ offer of employment shall be referred to herein as a “Transferred Employee”. A Business Employee who is offered employment pursuant to this Section 6.02(a) and who performs work at his or her principal place of work in the Business on the first Business Day following the Closing Date shall be deemed for all purposes of this Agreement to have accepted Acquiror’s or one of its Subsidiaries’ offer of employment.

(b) Acquiror shall cause each offer of employment to a Business Employee pursuant to Section 6.02(a) to provide for (i) at least the same level of hourly salary or base wages as provided to such Business Employee immediately prior to the date such offer is delivered, and (ii) employee benefits (including severance) that are the same as the employee benefits (including severance) provided to similarly-situated newly-hired employees of the Acquiror or the respective Subsidiary; provided, however, that nothing in this Section 6.02(b) shall be deemed to require the Acquiror or the applicable Subsidiary to provide any equity-based incentive compensation, participation in any defined benefit pension plan or retiree medical or welfare benefits to any Transferred Employee. Notwithstanding the foregoing, nothing contained in this Agreement shall (A) prevent the amendment or termination of any Assumed Company Benefit Plan in accordance with its terms, or interfere with the right or obligation of Acquiror to make such changes as are necessary to conform with applicable Law or (B) limit the right of Acquiror or its Subsidiaries to terminate the employment of any employee at any time.

(c) To the extent that a Transferred Employee commences to participate in an employee benefit plan maintained by Acquiror, Acquiror shall cause such employee benefit plan to (i) recognize the service of such Transferred Employee with the Company or its Subsidiaries for purposes of eligibility and vesting and benefits (but not for purposes of participation in or benefit accruals under any defined benefit plan or retiree welfare benefit plan) under such employee benefit plan to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Transferred Employee was a participant immediately prior to the Closing Date or, if there is no such comparable benefit plan, to the same extent such service was recognized under the defined contribution plan maintained under Section 401(k) of the Code by the Company immediately prior to the Closing Date; provided that (A) recognition of such service shall not be required to the extent that the service of employees other than Transferred Employees is not so recognized under such employee benefit plans and (B) such recognition of service shall not operate to duplicate any benefits payable to the Transferred Employee with respect to the same period of service; and (ii) with respect to any health, dental or vision plan of Acquiror in which any Transferred Employee commences to participate, in the plan year that includes the year in which such Transferred Employee commences to participate, (A) cause any pre-existing condition limitations under such Acquiror plan to be waived with respect to such Transferred Employee to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Transferred Employee participated immediately prior to such commencement of participation and (B) recognize any medical or other health deductible and out-of-pocket expenses incurred by such Transferred Employee in the year that includes the year in which such Transferred Employee commences to participate for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Acquiror.

60

(d) Prior to the Closing Date, the Company and Acquiror shall use good faith efforts to cooperate and share information with each other for the purpose of evaluating the feasibility of offering to Transferred Employees who participated in the Company’s 401(k) plan prior to the Closing Date the opportunity to make rollover contributions of any outstanding participant loans from such plan to Acquiror’s 401(k) plan.

(e) From and after the Closing Date, Acquiror shall, and Acquiror shall cause its Subsidiaries to, honor, in accordance with the terms thereof as in effect as of the date hereof, each employment agreement and change in control agreement with a Business Employee to which the Company or any of its Subsidiaries is a party.

(f) To the extent any bonus amounts under annual bonus, sales and other cash incentive plans of the Company and its Subsidiaries (“Bonus Amounts”) with respect to a fiscal year completed prior to the Closing remain unpaid as of the Closing Date, Acquiror shall cause all such Bonus Amounts to be calculated and paid in the ordinary course of business to the eligible Transferred Employees.

(g) For the avoidance of doubt, notwithstanding anything to the contrary herein, with respect to any employee of the Company or any of its Subsidiaries who is not a Business Employee, this Section 6.02 shall not impose any restriction or obligation on Acquiror, or its Subsidiaries.

(h) This Section 6.02 shall be binding upon and inure solely to the benefit of the parties to this Agreement, and nothing in this Article VI, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.02.

Section 6.03 Excluded Employee Liabilities. Notwithstanding any other provision of this Agreement to the contrary, neither Acquiror nor any of its Subsidiaries shall assume any Liabilities or become responsible for any (x) equity compensation grants or awards made by the Company to any of its current or former employees, or (y) obligations under any nonqualified deferred compensation plans or arrangements maintained by the Company.

ARTICLE VII

TAX MATTERS

Section 7.01 Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, any sales Tax, use Tax, direct or indirect real property transfer Tax, documentary stamp Tax, or similar Taxes (other than VAT) and related fees (“Transfer Taxes”) attributable to the sale or transfer of the Transferred Assets or the Business (including, for the avoidance of doubt, indirect real property transfer Taxes triggered with respect to Transferred Assets as a result of the transactions set forth in the Merger Agreement) shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Acquiror. The party required by Law to file a Tax Return with respect to such Transfer Taxes shall timely prepare, with the other parties’

61

cooperation, and file such Tax Return and shall promptly pay such Transfer Taxes. The non-filing party shall reimburse the filing party for the non-filing party’s share of such Transfer Taxes within five (5) days of a demand for payment thereof (or, if later, at least three (3) days before such Tax is due). The Acquiror and the Company agree to timely sign and deliver (or to cause to be timely signed and delivered) such certificates or forms as may be necessary or appropriate and otherwise to cooperate to establish any available exemption from (or otherwise reduce) such Transfer Taxes.

Section 7.02 Allocations of Purchase Price.

(a) Acquiror and the Company shall use commercially reasonable efforts to agree to the allocation of the Purchase Price among each of the Seller’s Affiliates and each of the Acquiror’s Affiliates designated as Acquirors pursuant to Section 10.13 prior to the Closing Date and such allocation shall be set forth in writing and signed by the parties. Concurrently with the allocation described in the previous sentence (and in any event within 45 days after the Closing) the Acquiror and the Company shall, and shall cause their Affiliates to, use commercially reasonable efforts to prepare a more detailed allocation of the Purchase Price in accordance with Section 1060 of the Code.

(b) In order to facilitate such attempt to agree on the Purchase Price allocations, the Company shall (and shall cause its Affiliates to) use commercially reasonable efforts to permit the Acquiror to obtain an independent appraisal of the Transferred Assets prior to the Closing and the Company shall (and shall cause its Affiliates to) permit representatives of the Acquiror to have reasonable access during ordinary business hours to the Transferred Assets and the Company’s and its Affiliates’ personnel in order to perform such appraisal. For the avoidance of doubt, the Company shall not be liable for the costs of obtaining such appraisal.

Section 7.03 Tax Filings and Tax Allocation.

(a) The Company shall timely prepare (or cause to be prepared) and timely file (or cause to be filed) all Tax Returns with respect to the Transferred Assets or the Business required to be filed after the Closing Date for or with respect to all Pre-Closing Tax Periods and Straddle Periods, and the Company shall timely pay (or cause to be paid) to the relevant Governmental Authority all Taxes shown as due on all such Tax Returns. Each such Tax Return shall be prepared and filed on a basis consistent with past practice unless otherwise required by applicable Law. Prior to the filing of any Tax Return for a Pre-Closing Tax Period or Straddle Period, the Company shall deliver to the Acquiror, for its review and comment, a reasonable period of time (such reasonable period of time to be not less than thirty (30) days in the case of an income Tax Return) prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Tax Return proposed to be filed (excluding however, portions of any Tax Return that do not relate to the Transferred Assets or Business), together with such other information as may reasonably be requested by the Acquiror to facilitate its review of such Tax Return. The Company shall accept the reasonable comments that the Acquiror may have, provided that such comments are received by the Company a reasonable period of time (such reasonable period of time to be not less than ten (10) days in the case of an income Tax Return) in advance of the due date of such Tax Return. The Acquiror shall reimburse the Company for Taxes reflected on such return, to the extent that they are allocable to the Acquiror under this Agreement, within five (5) days of a demand for payment thereof (or, if later, at least three days before such Tax is due).

62

(b) Neither the Company nor its Affiliates shall file any amended Tax Returns with respect to the Transferred Assets or Business with respect to any Pre-Closing Tax Period or Straddle Period that could cause Acquiror or its Affiliates to bear any additional Taxes pursuant to this Agreement without the prior written consent of the Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned). Without the prior written consent of the Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned), neither the Company nor its Affiliates shall take any action that could have the effect of increasing the liability of the Acquiror or its Affiliates for Taxes with respect to the Transferred Assets or the Business. For the avoidance of doubt, it shall not be considered unreasonable for Acquiror to withhold or condition the giving of its consent to the filing of an amended Tax Return or other action to the extent an amended item on such Tax Return would result in an increased liability of the Acquiror for Taxes pursuant to this Agreement and provide a Tax benefit to the Company or its Affiliates. The Company shall use commercially reasonable efforts to provide to Acquiror, at Acquiror’s expense, such information as is reasonably requested by Acquiror in order to enable Acquiror to exercise its rights hereunder in an informed manner.

(c) Any amount paid between the parties pursuant to Section 7.01 or this Section 7.03 shall be treated as an adjustment to the Purchase Price for all relevant Tax purposes.

Section 7.04 VAT.

(a) Absent a waiver to the contrary, the sale and transfer of the real property of Membrana GmbH to Acquiror which is regulated by the Real Property Transfer Agreement would be exempt from VAT. Membrana GmbH hereby unconditionally waives the VAT exemption pursuant to section 4 no. 9 a) German VAT Act (Umsatzsteuergesetz) and opts for VAT pursuant to section 9 German VAT Act. Consequently, the sale of the real property is subject to VAT. According to section 13b para. (2) no. 3, (5) German VAT Act, it is the Acquiror as recipient who owes the VAT. Membrana GmbH shall use reasonable best efforts to provide without undue delay prior to Closing issue a proper invoice compliant with all invoice requirements under German VAT law to Acquiror for the Purchase Price attributable to the transferred real property in which reference is also made to Acquiror’s tax liability, but which pursuant to section 14a para. (5) German VAT Act does not state VAT separately. The Company shall promptly correct any material failure of such invoice to meet the requirements of the German VAT Act as is reasonably identified by the Acquiror in writing within a reasonable period following the Closing. For the purposes of clarification, the Parties hereby state that this Agreement does not constitute an invoice within the meaning of section 14 para. (4) German VAT Act. Acquiror shall pay the VAT payable directly to the tax authorities. The Acquiror confirms to act as an entrepreneur within the meaning of section 2 German VAT Act when acquiring the real property in Germany, to acquire the real property in Germany for its business activity (für sein Unternehmen) and, not to be a small business (Kleinunternehmer) according to section 19 para. (1) German VAT Act.

(b) Absent a waiver to the contrary, the sale and transfer of shares with respect to the minority equity interests set forth on Schedule 2.01(a)(xiv) from Membrana GmbH

63

to Acquiror which is regulated by the Share Sale and Transfer Agreement would be exempt from VAT. Membrana GmbH hereby unconditionally confirms that it does not waive the VAT exemption. The sale and transfer of shares with respect to the minority equity interests set forth on Schedule 2.01(a)(xiv) shall be a VAT exempt turnover. Membrana GmbH shall without undue delay prior to Closing issue a proper invoice compliant with all invoice requirements under German VAT law to Acquiror which shows the Purchase Price attributable to the transferred minority equity interests set forth on Schedule 2.01(a)(xiv) as a net payment together with a statement that the VAT exemption of section 4 no. 8 f) German VAT Act is applied. The Company shall promptly correct any material failure of such invoice to meet the requirements of the German VAT Act as is reasonably identified by the Acquiror in writing within a reasonable period following the Closing.

(c) If the sale and transfer of German based Transferred Assets and the assumption of liabilities of Membrana GmbH by Acquiror is outside the scope of German VAT, such as intangible assets and rights of Membrana GmbH sold and transferred to Acquiror being a non-German resident company, Membrana GmbH shall without undue delay prior to Closing issue a proper invoice compliant with all invoice requirements under German VAT law to Acquiror which shows the Purchase Price attributable to the transferred German based Transferred Assets (other than the assets transferred under Section 7.04(a), (b) and (d)) which transfer is outside the scope of German VAT as a net payment and does not state German VAT separately. The Company shall promptly correct any material failure of such invoice to meet the requirements of the German VAT Act as is reasonably identified by the Acquiror in writing within a reasonable period following the Closing.

(d) Except as set forth in Section 7.04(a), (b) and (c) above, the sale and transfer of German based Transferred Assets and the assumption of liabilities of Membrana GmbH by Acquiror will be subject to German VAT. Except as set forth in Section 7.04(b), Membrana GmbH may, in its sole discretion, opt for VAT in case of VAT exempt assets, such as receivables, in case the German VAT Act provides for an election right with respect to such assets. The parties assume that the transaction contemplated by this Agreement does not constitute the transfer of a business as a going concern (Geschäftsveräußerung im Ganzen). In case the competent tax authority has assessed a different position and qualify the transaction contemplated by this Agreement as a transfer of a business as a going concern (Geschäftsveräußerung im Ganzen), Membrana GmbH shall issue corrected invoices and shall apply for the respective reduction of VAT payable for this transaction in its VAT returns and Acquiror shall apply for the respective reduction of input VAT claimed for this transaction in its VAT returns. Acquiror shall have a claim against Membrana GmbH for overpaid VAT that was not legally owed only if and to the extent Membrana GmbH received the applied reduction of VAT payable for this transaction by way of refund, credit, set-off or likewise. All payments under this Agreement are net payments, and all German or foreign VAT arising in connection with this Agreement or its implementation shall be borne by Acquiror as an addition to the Purchase Price and paid to Membrana GmbH contemporaneously with payments of the Purchase Price. Membrana GmbH shall without undue delay prior to Closing issue a proper invoice compliant with all invoice requirements under German VAT law to Acquiror which shows the Purchase Price attributable to the transferred German based Transferred Assets (other than the assets transferred under Section 7.04(a), (b) and (c)) as a net payment together with the amount of VAT levied on such net payment. The Company shall promptly correct any material failure of such invoice to meet the requirements of the German VAT Act as is reasonably identified by the Acquiror in writing within a reasonable period following the Closing.

64

(e) If, according to the competent tax authority, Acquiror is not entitled to an input VAT refund in the full amount of the VAT payable levied for a sale and transfer under this Agreement, the non-recoverable VAT shall be borne entirely by Acquiror.

Section 7.05 Tax Contests. If any claim, suit, action, litigation, proceeding, assessment, proposed assessment, or demand for Taxes (“Tax Contest”) related to the Transferred Assets or Business is asserted against Sellers in respect of which indemnification may be sought pursuant to this Agreement against Acquiror, or any of its Affiliates, Sellers shall notify Acquiror of such Tax Contest or notice within ten (10) days of receipt thereof and shall give the Acquiror such information with respect thereto as the Acquiror may reasonably request. Failure by Sellers to comply with these provisions shall not relieve the Acquiror of its indemnity obligations under this Agreement except to the extent that Acquiror is materially prejudiced thereby. Acquiror may, at its own election and expense, control the defense of any Tax Contest described in this Section 7.05 to the extent such Tax Contest relates primarily to a Tax for which it is reasonably likely that Acquiror would have liability under this Agreement. If Acquiror does not elect to exercise such control, Acquiror shall have the right to participate, at its own expense, in such Tax Contest to the extent Acquiror had the right to control such Tax Contest pursuant to this Section 7.05. Sellers shall have the right, at Sellers’ own expense, to participate in any such Tax Contest that Acquiror elects to control. Acquiror shall not settle any such Tax Contest that it controls without the advance written consent of Sellers (such consent not to be withheld, delayed or conditioned unreasonably), and Sellers shall not settle any such Tax Contest that Sellers control in a manner that would increase the amount of any Tax for which Acquiror is liable under this Agreement without the advance written consent of Acquiror (such consent not to be withheld, delayed or conditioned unreasonably).

Section 7.06 Cooperation. The parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), documents and powers of attorney relating to the Transferred Assets and the Business as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the conduct of any audit, examination or request by any Governmental Entity, the conduct (control or participation) of a Tax Contest and the prosecution or defense of any claim, suit or proceeding relating to any Tax pursuant to this Article VII. The parties shall cooperate in the conduct of any audit or other proceeding relating to Taxes involving the Transferred Assets or the Business. Nothing in Section 7.05 or this Section 7.06 shall be interpreted to require Sellers to share with Acquiror any information or Tax Returns that do not directly relate to Taxes for which Acquiror would be required to indemnify Sellers pursuant to this Agreement as a result of such Tax Contest.

65

ARTICLE VIII

CONDITIONS PRECEDENT

Section 8.01 Conditions to Obligations of each Party. The respective obligation of each party to effect the consummation of the transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver by such party at or prior to the Closing of the following conditions:

(a) HSR Approval. HSR Approval shall have been obtained.

(b) Regulatory Approvals. All other actions, nonactions, waivers, clearances, consents and approvals of (and filings and registrations with) any Governmental Authority identified in Section 8.01(b) of the Sellers Disclosure Schedule shall have been obtained or made or have occurred, as applicable.

(c) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or other statute, law, rule, legal restraint or legal prohibition (collectively, “Restraints”) shall be in effect prohibiting or otherwise making illegal the consummation of the transactions contemplated by this Agreement.

(d) Merger Closing. (i) The conditions to closing of set forth in Sections 7.01(a), 7.01(b), 7.01(c) and 7.01(d) of the Merger Agreement shall have been satisfied or, to the extent permitted by applicable Law, waived and (ii) the certificates contemplated by Sections 7.02(c) and 7.03(c) of the Merger Agreement shall have been delivered pursuant to the Merger Agreement.

Section 8.02 Conditions to Obligations of the Acquiror. The obligation of the Acquiror to effect the consummation of the transactions contemplated by this Agreement is further subject to the satisfaction or waiver by the Acquiror at or prior to the Closing of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Company:

(i) set forth in Section 3.05(a) (No MAE), shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time;

(ii) set forth in the first sentence of Section 3.01 (Corporate Organization), Section 3.02(a) (Authority; No Violation.), Section 3.19 (State Takeover Statutes), Section 3.21 (Opinion of Financial Advisor) and Section 3.22 (Broker’s Fees) shall be true and correct in all material respects (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time); and

(iii) set forth in this Agreement, other than those representations and warranties specifically identified in clauses (i) and (ii) of this Section 8.02(a),

66

shall be true and correct in all respects (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time), except where the failure of such representations and warranties to be true and correct in all respects (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

(c) Certificate. The Acquiror shall have received from the Company a certificate signed on behalf of the Company by a duly authorized executive of the Company, certifying that the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied.

Section 8.03 Conditions to Obligations of the Company. The obligation of the Company to effect the consummation of the transactions contemplated by this Agreement is further subject to the satisfaction or waiver by the Company at or prior to the Closing of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Acquiror set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing as though made at and as of the Closing (except that representations and warranties that by their terms speak as of a specific date or time need only be true and correct as of such date or time), except where the failure of any such representations and warranties to be true and correct (without giving effect to any “materiality” or similar qualifier set forth therein) has not and would not reasonably be expected to, either individually or in the aggregate, prevent or materially impair the ability of the Acquiror to consummate the transactions contemplated hereby:

(b) Performance of Obligations of the Acquiror. The Acquiror shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

(c) Certificate. The Company shall have received from the Acquiror a certificate signed on behalf of the Acquiror by a duly authorized executive officer of the Acquiror, certifying that the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied.

Section 8.04 Frustration of Closing Conditions. Neither Acquiror nor the Company may rely on the failure of any condition set forth in Section 8.01, Section 8.02 or Section 8.03, as the case may be, to be satisfied to excuse it from its obligation to effect the consummation of the transactions contemplated by this Agreement if, and to the extent, such failure was caused by such party’s intentional and material breach of its obligations under this Agreement, and, in the case of the Company, the Merger Agreement.

67

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

Section 9.01 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing, except to the extent otherwise set forth below, whether before or after receipt of the Stockholder Approval:

(a) by mutual written consent of the Company and Acquiror;

(b) by either the Company or the Acquiror;

(i) if the Closing shall not have been consummated on or prior to November 23, 2015 (the “Termination Date”); provided, however, that (A) the right to terminate this Agreement pursuant to this Section 9.01(b)(i) shall not be available to any party whose breach of any representation, warranty, covenant or agreement of such party in this Agreement resulted in the failure of the Closing to occur on or prior such date (B) if on November 23, 2015, the conditions to Closing set forth in Sections 8.01(a), 8.01(b), 8.01(c) or 8.01(d) (in the case of Sections 8.01(c) or 8.01(d) as a result of any Restraint or any pending or threatened suit, action or proceeding by any Governmental Authority or private party, in each case arising under any Antitrust Law (whether related to this Agreement or the Merger Agreement)) shall not have been satisfied or waived but all other conditions to Closing shall have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied at the Closing or on the Closing Date, shall be capable of being satisfied on such date), then the Termination Date may be extended by either Acquiror or the Company to February 23, 2016, and (C) in the event the Company and the Merger Buyer are involved in any legal proceeding with respect to the Merger Agreement in which either the Company or the Merger Buyer is seeking injunctive or other equitable relief, including specific performance, from the other party, then the Termination Date shall be automatically extended to such date that is the earlier of (1) five Business Days after there has been a final, non-appealable determination with respect to such legal proceeding or such legal proceeding is otherwise finally and conclusively resolved and (2) May 23, 2016; or

(ii) if any Restraint having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing shall be in effect and shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.01(b)(ii) shall not be available to any party whose breach of any representation, warranty, covenant or agreement of such party in this Agreement caused such Restraint to be in effect or caused the failure of such Restraint to be removed; or

(iii) if the Stockholder Approval shall not have been obtained at the Stockholders Meeting duly convened therefor (as it may be adjourned or postponed);

68

(c) by the Acquiror, if there is any breach or inaccuracy of any of the representations or warranties set forth in Article III or if the Company shall have breached or failed to perform any of their covenants or agreements set forth in this Agreement, which breach, inaccuracy or failure to perform (i) would give rise to the failure of a condition set forth in Section 8.01 or Section 8.02 and (ii) is incapable of being cured, or is not cured (in each case, to the extent necessary to satisfy the applicable condition set forth in Section 8.01 or Section 8.02), by the Company within 30 days following receipt of written notice from the Acquiror of such breach, inaccuracy or failure to perform;

(d) by the Company, if there is any breach or inaccuracy of any of the representations or warranties set forth in Article IV or if the Acquiror shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement, which breach, inaccuracy or failure to perform (i) would give rise to the failure of a condition set forth in Section 8.01 or Section 8.03 and (ii) is incapable of being cured, or is not cured (in each case, to the extent necessary to satisfy the applicable condition set forth in Section 8.01 or Section 8.03) by the Acquiror within 30 days following receipt of written notice from the Company of such breach, inaccuracy or failure to perform;

(e) by either the Company or the Acquiror, if the Merger Agreement shall have been terminated for any reason;

(f) by Acquiror, at any time prior to the receipt of the Stockholder Approval, if

(i) the Company Board shall have effected a Change of Recommendation;

(ii) (A) any Competing Proposal (or any material modification thereto) is first publicly disclosed by the Company or the Person making such Competing Proposal or any of their respective Representatives after the date the Proxy Statement is first mailed to the stockholders of the Company and (B) the Company Board shall have failed to (publicly, is so requested by the Acquiror) reaffirm the Board Recommendation by the earlier of (1) ten (10) Business Days following the date such Competing Proposal (or material modification) is first publicly disclosed and (2) three (3) Business Days prior to the Stockholders Meeting; or

(iii) the Company shall have committed a material breach of its obligations under Section 5.14 or Section 5.20(c); or

(g) by the Company, in accordance with Section 5.14(f).

A party desiring to terminate this Agreement pursuant to clause (b), (c), (d), (e), (f) or (g) of this Section 9.01 shall give written notice of such termination to the other party in accordance with Section 10.02, specifying the provision or provisions hereof pursuant to which such termination is effected.

69

Section 9.02 Termination Fee.

(a) In the event that:

(i) this Agreement is terminated (A) by the Acquiror pursuant to Section 9.01(f) or (B) by the Acquiror or the Company pursuant to Section 9.01(e) (but, in the case of termination pursuant to Section 9.01(e), only if the Merger Agreement was terminated by the Merger Buyer pursuant to Section 8.01(f) of the Merger Agreement);

(ii) this Agreement is terminated (A) by the Company pursuant to Section 9.01(g) or (B) by the Acquiror or the Company pursuant to Section 9.01(e) (but, in the case of termination pursuant to Section 9.01(e), only if the Merger Agreement was terminated by the Company pursuant to Section 8.01(g) of the Merger Agreement);

(iii) (A) after the date hereof and prior to the termination of this Agreement, a Competing Proposal shall have been made public or communicated to the Company Board (or any Person shall have publicly announced, communicated or made known to the Company an intention, whether or not conditional, to make a Competing Proposal), (B) this Agreement is terminated (1) by either Acquiror or the Company pursuant to Section 9.01(b)(i) (unless the Stockholder Approval shall have been obtained prior to any such termination pursuant to Section 9.01(b)(i)), Section 9.01(b)(iii) or Section 9.01(e) (but, in the case of termination pursuant to Section 9.01(e), only if the Merger Agreement was terminated (x) by the Company or the Merger Buyer pursuant to Section 8.01(b)(i) of the Merger Agreement or Section 8.01(b)(iii) of the Merger Agreement (unless the Stockholder Approval shall have been obtained prior to any such termination pursuant to Section 8.01(b)(i) of the Merger Agreement) or (y) by the Merger Buyer pursuant to Section 8.01(c) of the Merger Agreement) or (2) by Acquiror pursuant to Section 9.01(c) and (C) within twelve months after the date of such termination, the Company shall have entered into a definitive agreement to consummate, shall have consummated, or the Company Board shall have recommended to the Company’s stockholders, any transaction of the type referred to in the definition of Competing Proposal (whether or not involving the Competing Proposal referred to in clause (A) above), then the Company shall pay to Acquiror the Termination Fee. If the Termination Fee becomes payable pursuant Section 9.02(a)(i), then the Company shall pay to Acquiror the Termination Fee as promptly as practicable (and, in any event, within two Business Days) following such termination. If the Termination Fee becomes payable pursuant Section 9.02(a)(ii), then the Company shall pay to Acquiror the Termination Fee concurrently with such termination. If the Termination Fee becomes payable pursuant to Section 9.02(a)(iii), then the Company shall pay to Acquiror the Termination Fee on the date of consummation of the applicable Competing Proposal. The “Termination Fee” shall mean a cash amount equal to $16,750,000.

70

(b) Notwithstanding anything to the contrary in this Agreement, payment of the Termination Fee shall constitute liquidated damages, and from and after such termination as described in Section 9.02(a), the Sellers shall have no further liability of any kind for any reason in connection with this Agreement or the termination hereof other than as provided under Sections 9.02(a) and 9.02(c); provided that nothing herein shall relieve the Sellers from any liability for any intentional and material breach hereof prior to such termination (it being understood that, without limiting the foregoing, in the case of any intentional and material breach hereof, any prior payment of the Termination Fee pursuant to this Section 9.02 shall be taken into account when determining any remedies). Except in the case of any intentional and material breach of this Agreement, under no circumstances will the Acquiror be entitled to monetary damages for any loss or other liability of any kind suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder or the failure of the transactions contemplated hereby to be consummated in excess of the Termination Fee together with any amounts due pursuant to Section 9.02(c). In no event shall the Acquiror be entitled to be paid the Termination Fee on more than one occasion.

(c) The Company acknowledges and agrees that the agreements contained in this Section 9.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Acquiror would not have entered into this Agreement. Accordingly, if the Company fails to pay in a timely manner any amount due pursuant to Section 9.02(a) and, in order to obtain such payment, the Acquiror commences a suit that results in a judgment against the Company, the Company shall pay to the Acquiror its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit and the collection of such overdue amount, together with interest on the amount of the judgment, from and including the date such payment was required to be made until but excluding the date of payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made plus 2%.

Section 9.03 Effect of Termination. In the event of termination of this Agreement as provided in Section 9.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party to this Agreement, except that Section 5.04(a), Section 9.02, this Section 9.03, and Article X shall survive such termination; provided that nothing herein (including the payment of any amounts under Section 9.02) shall relieve any party from any liability for any intentional and material breach hereof prior to such termination. For purposes of this Agreement, “intentional and material breach” means a material breach that is a consequence of an act undertaken by the breaching party with the knowledge (actual or constructive) that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement (it being understood that the failure of any party to consummate the transactions contemplated by this Agreement when known to be or should be known to be required under the terms of this Agreement, as applicable, shall constitute an intentional and material breach), and the aggrieved party will be entitled to all rights and remedies available at Law or in equity, including in the case of a breach by the Acquiror, liability to the Company for damages, determined taking into account all relevant factors including the lost stockholder premium, if any, suffered by the Company’s stockholders, which shall be deemed damages to the

71

Company, the Acquiror’s role (or lack thereof) in causing any such lost stockholder premium, and any benefit to the Acquiror or its stockholders arising from such breach, provided that, in the event that the Company pursues any proceeding against the Acquiror that alleges the failure of the Acquiror to consummate the transactions contemplated by this Agreement and seeks monetary damages in connection with such alleged failure, the Acquiror may at any time from the commencement of any such proceeding until, if a court of competent jurisdiction enters a final judgment ordering the Acquiror to pay any such damages, the later of (a) the fifth Business Day after the entry of such final judgment and (b) if the Acquiror shall have filed a notice appealing such final judgment within five Business Days after its issuance, the fifth Business Day after such final judgment shall have become final and nonappealable (such later date, the “Closing Notice Deadline”), notify the Company in writing that it will consummate the Closing within five Business Days following such notice, in which case the parties shall consummate the Closing on or prior to such fifth Business Day. The Company shall not be permitted or entitled to enforce any such judgment (i) until the later of (A) the day following the Closing Notice Deadline and (B) if the Acquiror provides notice on or prior to the Closing Notice Deadline that it will consummate the Closing, the end of the fifth Business Day following such notice or (ii) if the Closing shall have occurred.

Section 9.04 Amendment. This Agreement may be amended by the parties hereto at any time before or after receipt of the Stockholder Approval; provided, however, that after such approval has been obtained, there shall be made no amendment that by Law requires further approval by the stockholders of the Company or Acquiror without such further approval having been obtained. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 9.05 Extension; Waiver. Either the Company, with respect to the Acquiror, or the Acquiror, with respect to the Company, may (a) extend the time for the performance of any of the obligations or other acts of the party or parties hereto, (b) waive any inaccuracies in the representations and warranties of the other party or parties hereto contained herein or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions of the other party or parties hereto contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE X

GENERAL PROVISIONS

Section 10.01 Nonsurvival. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 10.01 shall not limit any covenant or agreement in this Agreement to the extent such covenant or agreement by its terms requires performance after the Closing (the “Post-Closing Covenants”). IN FURTHERANCE OF THE FOREGOING, EFFECTIVE AS OF THE CLOSING, EXCEPT WITH RESPECT TO THE POST-CLOSING COVENANTS OR AS SET FORTH IN THE ANCILLARY AGREEMENTS AND ANY OTHER AGREEMENTS BETWEEN ACQUIROR AND/OR ITS AFFILIATES, ON THE ONE

72

HAND, AND MERGER BUYER AND/OR ITS AFFILIATES, ON THE OTHER HAND, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION THAT SUCH PARTY MAY HAVE AGAINST THE OTHER PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES UNDER OR BASED UPON ANY PRINCIPLE OF EQUITY OR ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION WITH RESPECT TO ANY ACTIONS OR OMISSIONS THAT OCCURRED PRIOR TO THE CLOSING WITH RESPECT TO THE BUSINESS, TRANSFERRED ASSETS, ASSUMED LIABILITIES, THE ENERGY STORAGE BUSINESS, THE EXCLUDED ASSETS, THE EXCLUDED LIABILITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE CLAIM.

Section 10.02 Notices. All notices, requests, claims, demands and other communications required under this Agreement shall be in writing and shall be (x) delivered by hand, (y) sent by facsimile (providing confirmation of transmission by the transmitting equipment) or (z) sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand or sent by facsimile, or if mailed, three Business Days after mailing (one Business Day in the case of express mail or overnight courier service), as follows (or at such other address for a party as shall be specified by like notice):

(i) if to the Company (prior to the Closing):

Polypore International, Inc.

11430 N. Community House Rd., Ste. 350

Charlotte, North Carolina 28277

Facsimile No.: 704-587-8795

Attention:       Christopher J. McKee, General Counsel

with a copy (which shall not constitute notice) to:

Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Facsimile No.: 216-579-0212

Attention:       James P. Dougherty, Esq.

if to the Company (after the Closing):

Asahi Kasei Corporation

1-105 Kanda Jinbocho, Chiyoda-ku

Tokyo 101-8101, Japan

Facsimile No.:+81-(0)3-3296-3163

Attention: General Manager, Legal Department

73

with a copy (which shall not constitute notice) to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Facsimile No.:	212-225-3999
Attention:	Christopher Austin, Esq. Benet O’Reilly, Esq.

(ii) if to the Acquiror:

3M Company
3M Center
Building 220-9E-02
St. Paul, Minnesota 55144
Facsimile No.:	651-737-2553
Attention:	Gregg M. Larson, Deputy General Counsel
with a copy (which shall not constitute notice) to:
Hogan Lovells US LLP
555 13th St. NW
Washington, DC 20004
Attention:	Joseph E. Gilligan, Esq.
	Brian C. O’Fahey, Esq.
Facsimile:	202-637-5910

Section 10.03 Counterparts. This Agreement may be executed in any number of counterparts (including via facsimile or electronic transmission), all of which shall be considered one and the same agreement and each of which shall be deemed to be an original.

Section 10.04 Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Exhibits and Schedules hereto, the Sellers Disclosure Schedule, the Confidentiality Agreement, the other Transaction Agreements and all the other documents delivered or to be delivered pursuant hereto (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) are not intended to confer upon any Person other than the parties any rights, benefits or remedies, other than the rights of Merger Buyer under Section 2.05(c), Section 2.06(c), Section 5.08(c), Section 5.08(e), Section 5.08(g), Section 10.01 and Section 10.14(a).

Section 10.05 Governing Law. This Agreement and any dispute arising out of, relating to or in connection with this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, except where German law is mandatory, including the transfer and assignment in rem of the German Transferred Assets in relation to which German law shall apply.

74

Section 10.06 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties and any attempt to make any such assignment without such consent shall be null and void, except that the Acquiror may assign any of or all its rights, interests and obligations under this Agreement to any direct or indirect, wholly owned Subsidiary of Acquiror, but no such assignment shall relieve the Acquiror of any of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 10.07 Enforcement of Agreement; Consent to Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without proof of actual damages (and each party hereby agrees not to assert that a remedy of specific performance is unenforceable, invalid, contrary to the Laws of any jurisdiction or inequitable, and waives any requirement for the securing or posting of any bond in connection with such remedy), in the chancery courts of the State of Delaware or in any federal court located in the State of Delaware, this being in addition to any other remedy to which they are entitled at Law or in equity. In addition, each of the Company and the Acquiror (a) consents to submit itself to the personal jurisdiction of any such court with respect to any dispute arising out of, relating to, or in connection with this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement in any court other than the chancery courts of the State of Delaware or in any federal court located in the State of Delaware. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the chancery courts of the State of Delaware or in any Federal court located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company hereby agrees that in addition to any other legally permissible means of service, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.02 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby, including the Merger. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

75

Section 10.08 WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE ACQUIROR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE COMPANY OR THE ACQUIROR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Section 10.09 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 10.10 Fees and Expenses. Except as otherwise provided in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Closing shall have occurred.

Section 10.11 Interpretation. Any capitalized terms used in any Exhibit, Schedule or the Sellers Disclosure Schedule, but not otherwise defined therein, shall have the meaning as defined in this Agreement. The headings contained in this Agreement, any Exhibit hereto, any Schedule hereto, the Sellers Disclosure Schedule and the table of contents to this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The words “hereof,” “hereto,” “herein,” “hereby,” “herewith,” “hereunder” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Exhibit, Article and Section references are to the Exhibits, Articles and Sections of this Agreement unless otherwise specified. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include all Persons and vice versa. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The term “dollars” and character “$” means United States Dollars. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, unless otherwise specified. Except as otherwise expressly set forth in this Agreement, references in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein means such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented. References

76

to a Person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

Section 10.12 Non-Recourse. From and after the Closing, (i) all claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Transaction Agreements, or the negotiation, execution or performance of this Agreement or the other Transaction Agreements (including any representation or warranty made in or in connection with this Agreement or the other Transaction Agreements or as an inducement to enter into this Agreement or the other Transaction Agreements), may be made only against the entities that are expressly identified as parties hereto and thereto, and (ii) no Person who is not a named party to this Agreement or the other Transaction Agreements, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Agreements (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Agreement (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Agreement (as the case may be) or the negotiation or execution hereof or thereof; and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Notwithstanding the foregoing, the provisions of this Section 10.12 shall not apply the definition of “Sellers” and the use of that term throughout this Agreement and any other Transaction Agreement.

Section 10.13 Additional Acquiror Entities. As soon as reasonably practicable following the date hereof, such as would not unreasonably be expected to delay the expected Closing hereunder, the Acquiror may designate one or more Affiliates that will be deemed an Acquiror hereunder. The Acquiror will cause each such Affiliate to duly execute and deliver all documents, agreements, and instruments required to be executed and delivered by such Affiliate as an Acquiror under this Agreement. Each Affiliate so designated as an Acquiror pursuant to this Section 10.13 shall be deemed an Acquiror for all purposes hereunder. Notwithstanding anything to the contrary in this Section 10.13, no designation pursuant to this Section 10.13 shall relieve 3M Company of any of its obligations as an Acquiror hereunder. With regard to the acquisition of the real property described in Schedule 2.01(a)(iv), Acquiror hereby acts in direct representation for its designated Affiliate, 3M Real Estate GmbH & Co. KG which will acquire such real property.

Section 10.14 Dispute Resolution.

(a) Any disagreement or dispute (a “Dispute”) between the parties arising after the Closing out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in the manner provided in this Section 10.14. Should there

77

develop any Dispute, either party may, by written notice to the other party, request that such Dispute be referred to a representative of the Company or Merger Buyer (or his or her designee) to be specified by Merger Buyer prior to the Closing and the Vice President and General Manager of the 3M Purification Division (or successor business) of the Acquiror (or his or her designee) and (together, the “Principals”), who shall negotiate in good faith to attempt to resolve such Dispute. No settlement reached under this Section 10.14(a) shall be binding on the parties until reduced to a writing signed by the Principals on behalf of the parties.

(b) Should the procedure outlined in Section 10.14(a) fail to bring about a resolution of each outstanding Dispute within thirty (30) days following the giving of the written notice referred to therein, then the parties shall promptly initiate a voluntary, non-binding mediation conducted by a mutually-agreed mediator. The Company and the Acquiror shall (i) endeavor in good faith to resolve in such mediation each outstanding Dispute and (ii) each bear one-half of the costs and expenses of such mediator and such mediation; provided, that all other costs and expenses incurred by the parties in connection with the matters contemplated by this Section 10.14(b) shall be borne by the parties in accordance with Section 10.02. No settlement reached under this Section 10.14(b) shall be binding on the parties until reduced to a writing signed by the Principals on behalf of the parties.

(c) Neither Party shall commence any Action in respect of any Dispute until forty-five (45) days following the appointment of a mediator in respect of such Dispute as contemplated by Section 10.14(b).

(d) Notwithstanding anything to the contrary provided in this Section 10.14, and without prejudice to the above procedures, either party may at any time, in connection with any Dispute, apply to a court of competent jurisdiction in the forum and venue specified in Section 10.07 for temporary injunctive or other provisional judicial relief if, in such party’s sole judgment, such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the Dispute is otherwise resolved in accordance with this Section 10.14.

Section 10.15 Performance of Sellers’ Obligations Hereunder. To the extent that any provision in this Agreement represents a direct obligation or covenant of any Seller or Sellers (including any Sellers’ German Entity), then (i) to the extent that such obligation is required to be performed by such Person prior to the Closing, the Company shall cause each such Person, to the extent within such Person’s control, to perform such obligation or covenant completely and in full and (ii) to the extent that such obligation is required to be performed by such Person at or following the Closing, the Company shall cause each such Person to perform such obligation or covenant, as if such Person were a party hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

78

IN WITNESS WHEREOF, the Company and the Acquiror have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

COMPANY
POLYPORE INTERNATIONAL, INC.
By:	/s/ Robert B. Toth
	Name:	Robert B. Toth
	Title:	President, Chief Executive Officer and Chairman of the Board

[Signature Page to Asset Purchase Agreement]

ACQUIROR
3M COMPANY
By:	/s/ Michael F. Roman
	Name:	Michael F. Roman
	Title:	Executive Vice President

[Signature Page to Asset Purchase Agreement]

EXHIBIT A

DEFINITIONS

“Acquiror” shall have the meaning set forth in the Preamble.

“Action” shall have the meaning set forth in Section 3.06.

“Additional Amounts” shall have the meaning set forth in Section 2.07.

“Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person; and for purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, immediately after the consummation of the Merger, references to any Affiliate of the Company shall include Merger Buyer and its Affiliates.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreements” means the Ancillary Conveyance Agreements, the Intellectual Property License Agreement and the Transition Services Agreement.

“Ancillary Conveyance Agreements” means (a) the Bill of Sale and Assumption Agreement for German Transferred Assets, (b) the Assignments of Intellectual Property, (c) the Real Property Sale and Transfer Agreement, (d) the Share Sale and Transfer Agreement and (e) and any other agreement or agreements identified by the parties and the form of which has been agreed to in writing between the parties and Merger Buyer prior to the Closing that are necessary to effectuate the transactions contemplated by this Agreement as a result of the designation by Acquiror of one or more of its Affiliates as additional Acquirors pursuant to Section 10.13 hereof.

“Anti-Corruption Laws” shall have the meaning set forth in Section 3.17(a).

“Antitrust Laws” shall have the meaning set forth in Section 3.03.

“Assignments of Intellectual Property” means the Assignments of Intellectual Property among the Sellers and the Acquiror in the forms attached hereto as Exhibit C, subject to any modifications made thereto in accordance with Section 5.08(g).

“Assumed Action” shall have the meaning set forth in Section 2.01(c)(iv).

“Assumed Contracts” shall have the meaning set forth in Section 2.01(a)(iii).

“Assumed Company Benefit Plan” means each Company Benefit Plan (i) that the Acquiror or any of its Affiliates has explicitly agreed to assume pursuant to this Agreement or

-i-

(ii) that the Acquiror or any of its Affiliates is required to assume under applicable Law or any applicable collective bargaining agreement; provided, however, that no Company Benefit Plan shall be an Assumed Company Benefit Plan unless it is set forth on Section A(i) of the Sellers Disclosure Schedule.

“Assumed Company Benefit Plan Assets” shall have the meaning set forth in Section 2.01(a)(xiii).

“Assumed German Pension Obligations” shall have the meaning set forth in Section 6.01(e)(2).

“Assumed IP Agreements” shall have the meaning set forth in Section 2.01(a)(vi).

“Assumed Liabilities” shall have the meaning set forth in Section 2.01(c).

“BGB” shall mean the German Civil Code.

“Bill of Sale and Assumption Agreement for German Transferred Assets” means the Bill of Sale, Assignment and Assumption Agreement among the Sellers and the Acquiror in the form attached hereto as Exhibit D-1, subject to any modifications made thereto in accordance with Section 5.08(g).

“Board Recommendation” shall have the meaning set forth in Section 3.02(c).

“Business” shall have the meaning set forth in Recital A.

“Business Contracts” means all Contracts that are Related to the Business, other than those Contracts of any kind that are Excluded Assets.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City or Tokyo are authorized or required by applicable Law to close; provided that for the purpose of determining a date when any payment is due, Business Day shall exclude any day on which banks in Germany are authorized or required by applicable Law to close.

“Business Employee” means each Person who is employed or engaged as a consultant by the Company or any of its Affiliates and who provides services primarily with respect to the Business, including those employees on medical leave, family leave, military leave or personal leave under the policies of the Company or any of its Affiliates, as applicable.

“Business Intellectual Property” means (a) the patents, patent applications and registered copyrights and applications therefor Related to the Business and that are set forth in Section 3.13(a) of the Sellers Disclosure Schedule or subsequently added pursuant to Section 5.07(a), (b) the Business Marks and (c) all other Intellectual Property (other than patents, patent applications, registered copyrights and applications therefor, and Trademarks) in which any one or more of the Sellers, or any of their Affiliates, has an ownership interest and that is Related to the Business.

-ii-

“Business Marks” means the (A) registered or applied for Trademarks Related to the Business that are set forth in Section A(ii)(a) of the Sellers Disclosure Schedule or subsequently added pursuant to Section 5.07(a), and (B) the unregistered Trademarks Related to the Business, including those that are set forth in Section A(ii)(b) of the Sellers Disclosure Schedule.

“Business Name and Business Marks” means (i) the names or Trademarks of Mariners or any of its Affiliates that incorporate (in block letters or otherwise) “Mariners” and/or the Mariners logo, either alone or in combination with other words; (ii) all Trademarks confusingly similar to or embodying any of the foregoing items in clause (i); in each case of clauses (i) and (ii), either alone or in combination with other words.

“Closing” shall have the meaning set forth in Section 2.03.

“Closing Date” shall have the meaning set forth in Section 2.03.

“Closing Notice Deadline” shall have the meaning set forth in Section 9.03.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Name and Company Marks” means (i) the names or Trademarks of the Company, Celgard, Daramic or any of their respective Affiliates that incorporate (in block letters or otherwise) “Polypore”, “Celgard”, “Daramic” and/or the Company, Celgard or Daramic logos, either alone or in combination with other words; (ii) all Trademarks confusingly similar to or embodying any of the foregoing items in clause (i); in each case of clauses (i) and (ii), either alone or in combination with other words.

“Company” shall have the meaning set forth in the Preamble.

“Company Benefit Plans” means each material written or oral employee pension, profit sharing, bonus, deferred compensation, incentive compensation, stock purchase, stock bonus, restricted stock, stock option or other equity-based arrangement and any employment, termination, retention, change in control, severance, health, welfare, death benefit, retirement, savings or fringe employee benefit plans, agreements, policies, practices or arrangements, including any “employee benefit plans” as defined in Section 3(3) of ERISA, maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute with respect to its employees or former employees or with respect to which the Company or any of its Subsidiaries has any liability, other than any plan or arrangement required by applicable Law.

“Company Board” shall have the meaning set forth in Section 3.02(a).

“Company Common Stock” shall have the meaning set forth in the Merger Agreement.

“Company Credit Agreement” means the Credit Agreement dated as of April 8, 2014, among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

-iii-

“Company SEC Reports” shall have the meaning set forth in Section 3.04(a).

“Competing Proposal” shall have the meaning set forth in Section 5.14(i)(i).

“Confidential Information” shall have the meaning set forth in Section 5.04(b).

“Confidentiality Agreement” shall have the meaning set forth Section 5.04(a).

“Continuation of CTA” shall have the meaning set forth in Section 6.01(d).

“Continuation of Membership” shall have the meaning set forth in Section 6.01(e)(3).

“Contracts” means any contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture.

“Contractually Agreed Assumed German Pension Obligations” shall have the meaning set forth in Section 6.01(e)(2).

“Dispute” shall have the meaning set forth in Section 10.14(a).

“DGCL” shall have the meaning assigned to such term in the Merger Agreement.

“Effective Time” shall have the meaning assigned to such term in the Merger Agreement.

“Employee Records” means all records relating to the employment of current Business Employees and former Business Employees.

“Encumbrance” means any lien (statutory or other), mortgage, deed of trust, pledge, security interest, charge, option, right of first offer, right of refusal, restriction on transfer of title, title defect, adverse claim, title retention agreement, conditional sale agreement or other encumbrance of any kind.

“Energy Storage Business” means the energy storage business of or relating to membranes, membrane elements and membrane modules that provide the function of separating the cathode and anode in battery markets, including (A) membranes for lithium batteries, including those that are used in portable electronic devices, cordless power tools, electric drive vehicles and emerging applications such as energy storage systems and (B) membranes for lead-acid batteries, including those that are used in automobiles, other motor vehicles, forklifts and uninterruptible power supply systems.

“Energy Storage Business Employee” means each Person who is employed or engaged as a consultant by the Company or any of its Affiliates and who provides services primarily with respect to the Energy Storage Business, including those employees on medical leave, family leave, military leave or personal leave under the policies of the Company or any of its Affiliates, as applicable.

-iv-

“Environmental Laws” shall have the meaning set forth in Section 3.14(c)(i).

“Environmental Liability” means any Liability based on or arising out of or in connection with any (i) any claim pursuant to Environmental Law for personal injury, property damage, or damage to natural resources or the environment (whether based on negligent acts or omissions, statutory liability, or strict liability without fault or otherwise); (ii) any threatened or actual Release, presence of or exposure to any Hazardous Substance, whether on-site or off-site, and any related investigation, cleanup, response, remediation or monitoring to the extent required pursuant to applicable Environmental Law; (iii) any waste materials generated, recycled, treated, stored, transported, or disposed of, whether on-site or off-site; or (iv) any failure to comply with any applicable Environmental Law.

“ERISA” shall have the meaning set forth in Section 3.08(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Excluded Assets” shall have the meaning set forth in Section 2.01(b).

“Excluded Liabilities” shall have the meaning set forth in Section 2.01(d).

“Exclusively Licensed Intellectual Property” shall have the meaning set forth in Section 3.13(a).

“GAAP” shall have the meaning set forth in Section 3.04(b).

“German Business Employees” shall have the meaning set forth in Section 6.01(a).

“German Pension Obligations” shall have the meaning set forth in Section 6.01(e)(1).

“Governing Documents” means, as appropriate, the articles or certificate of incorporation and bylaws of a corporation, the articles or certificate of formation and, if applicable, operating agreement of a limited liability company, and similar Governing Documents of any other type of entity.

“Governmental Approval” means any authorizations, consents, waivers, orders and approvals of any Governmental Authority, including any applicable waiting periods associated therewith.

“Governmental Authority” means any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, securities exchange, commission or authority.

“Government Official” shall have the meaning set forth in Section 3.17(f).

-v-

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Substances” shall have the meaning set forth in Section 3.14(c)(ii).

“HSR Act” shall have the meaning set forth in Section 3.03.

“HSR Approval” means the expiration or early termination of all waiting periods applicable to the Merger and the transactions contemplated by this Agreement and each other Transaction Agreement required pursuant to the HSR Act.

“Indebtedness” means, with respect to any Person, (i) all obligations of such Person for borrowed money or for the deferred purchase price of property or services (other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any obligations of such Person evidenced by a note, bond, debenture or similar instrument, (iii) all obligations, contingent or otherwise, in respect of letters of credit, surety bonds, performance bonds or acceptances issued or created for the account of such Person, (iv) obligations of such Person in respect of interest rate protection agreements, interest rate futures, interest rate options, interest rate caps and any other similar arrangement designed to provide protection against fluctuations in interest or currency rates, (v) all receivable and payable balances between the Company and any of its Subsidiaries other than trade receivables and trade payables for goods, products or services incurred in the ordinary course of business and (vi) all indebtedness or obligations of the types referred to in the preceding clauses (i) through (v) to the extent (A) secured by any Encumbrance on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof or (B) guaranteed, directly or indirectly, in any manner by such Person.

“Insurance Contracts” shall have the meaning set forth in Section 3.15.

“Intellectual Property” shall have the meaning set forth in Section 3.13(j).

“Intellectual Property License Agreement” means the Intellectual Property License Agreement among the Sellers and the Acquiror in the form attached hereto as Exhibit G, subject to any modifications made thereto in accordance with Section 5.08(g).

“Intervening Event” shall have the meaning set forth in Section 5.14(e).

“Knowledge” means, with respect to the Company, the individuals set forth on Section A(iii) of the Sellers Disclosure Schedule.

“Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment, injunction, decree or agency requirement of a Governmental Authority.

“Lease” means any instrument, license, agreement (in each case, together with all amendments, modifications, extensions and supplements thereto) granting to any Person leasehold interests or other possessory rights and associated concession or operating rights with respect to any real property.

-vi-

“Leased Real Property” shall have the meaning set forth in Section 3.12(a).

“Legally Required Assumed German Pension Obligations” shall have the meaning set forth in Section 6.01(e)(2).

“Liabilities” means any Indebtedness, liability, loss, damage, claim, demand, cost, expense (including reasonable attorneys’ and consultants’ fees and expenses), interest, award, judgment, penalty, commitment or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, determined or determinable, known or unknown, on- or off-balance sheet or due or to become due, and whether arising in the past, present or future) of every kind and description, including all costs and expenses related thereto and including those arising under any Law, Action or Governmental Order and those arising under any Contract.

“made available” to the Acquiror and words of similar import means that, prior to the date hereof, the information or document (i) has been posted to the electronic data site maintained by the Company in connection with the transactions contemplated by this Agreement, (ii) has been included in any Company SEC Report or incorporated by reference into a Company SEC Report, or (iii) sent via email to Acquiror’s counsel at least two (2) Business Days prior to the date of this Agreement;

“Master Quitclaim Bill of Sale and Assumption Agreement” means the Master Quitclaim Bill of Sale and Assumption Agreement among the Sellers and the Acquiror in the form attached hereto as Exhibit D-2, subject to any modifications made thereto in accordance with Section 5.08(g).

“Material Adverse Effect” means, any change, effect, event, circumstance, occurrence, state of facts or development that, either individually or in the aggregate, is materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Business, other than any change, effect, event, circumstance, occurrence, state of facts or development to the extent arising out of or resulting from (i) general economic or political conditions or the financial, banking, securities, currency, capital or credit markets in general, including changes in interest rates or exchange rates or the availability of financing, (ii) conditions generally affecting the industries or markets in which the Business operates, (iii) changes or proposed changes in GAAP, regulatory accounting principles or applicable Law or the interpretation thereof, (iv) any outbreak, escalation or worsening of hostilities or war (whether declared or not declared) or act of terrorism or sabotage, (v) earthquakes, hurricanes, tornadoes or other natural disasters, (vi) the execution and announcement of this Agreement and the consummation of the transactions contemplated hereby, including the impact that such execution and announcement and consummation have on the relationships, contractual or otherwise, of the Business with employees, labor unions, customers, suppliers or partners and any litigation arising in connection with the transactions contemplated by this Agreement or any other Transaction Agreement, or the Merger (provided that the exception in this clause (vii) shall not apply to any representation or warranty set forth in Article III that addresses the consequences of the announcement of this Agreement or the consummation of the transactions contemplated hereby), (viii) any change in the Company’s stock price or trading value, (ix) the failure of the Company to meet any projections of earnings, revenues or other financial measures

-vii-

(whether prepared by such party or any third party) or (x) any change or proposed change in the debt ratings of the Company or any of its Subsidiaries; provided that (A) none of the foregoing clauses (i) through (v) shall exclude any changes, effects, events, circumstances, occurrences, states of facts or developments that materially disproportionately impact the Business relative to other participants in the industries or markets in which the Business operates and (B) no change, effect, event, circumstance, occurrence, state of facts or development underlying a change, proposed change or failure under any of the foregoing clauses (viii), (ix) or (x) shall itself be excluded if it would otherwise constitute or contribute to a Material Adverse Effect.

“Material Contract” shall have the meaning set forth in Section 3.11(b).

“Merger” shall have the meaning set forth in the Merger Agreement.

“Merger Agreement” shall have the meaning set forth in Recital C.

“Merger Buyer” shall have the meaning set forth in Recital C.

“Merger Consideration” shall have the meaning set forth in the Merger Agreement.

“Merger Sub” shall have the meaning set forth in Recital C.

“Microporous Purchase Agreement” means that certain Stock Purchase Agreement by and among Daramic Acquisition Corp., Polypore BV, Polypore International, Inc., Seven Mile Capital Partners Top, Inc. and SASR ZWEIUNDFÜNFZIGSTE BETEILIGUNGSVERWALTUNG GMBH, dated as of September 27, 2013.

“Non-Party Affiliates” shall have the meaning set forth in Section 10.12.

“Notice of Superior Proposal” shall have the meaning set forth in Section 5.14(f).

“Objecting Employee” shall have the meaning set forth in Section 6.01(c).

“Objection Period” shall have the meaning set forth in Section 6.01(c).

“Overhead and Shared Services” shall have the meaning set forth in Section 5.08(b).

“Owned Intellectual Property” shall have the meaning set forth in Section 3.13(a).

“Owned Real Property” shall have the meaning set forth in Section 2.01(a)(iv).

“Pension Commitments” shall have the meaning set forth in Section 6.01(e)(1).

“Permits” shall have the meaning set forth in Section 3.02(b).

“Permitted Encumbrances” means (i) liens for Taxes, assessments and other governmental charges not yet due and payable or, if due, not delinquent or being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the

-viii-

financial statements of the Company in conformity with GAAP consistently applied, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business consistent with past practice, in each case securing amounts no more than 30 days past due; (iii) with respect to the Real Property: easements, licenses, covenants rights-of-way and other similar restrictions incurred in the ordinary course of business and appearing in the public record, none of which materially detract from the value of, or marketability of, the Real Property; (iv) Encumbrances imposed by Law that relate to obligations that are not yet due and have arisen in the ordinary course of business; (v) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (vi) Encumbrances that relate to zoning, entitlement and other land use and environmental Laws; (vii) other imperfections or irregularities in title, charges, easements, survey exceptions, leases, subleases, license agreements and other occupancy agreements, reciprocal easement agreements, restrictions and other customary encumbrances on title to or use of real property; (viii) utility easements for electricity, gas, water, sanitary sewer, surface water drainage or other general easements granted to Governmental Authorities in the ordinary course of developing or operating any Site; (viii) any Laws affecting any location where the Company or any Subsidiary of the Company conducts business; (ix) any utility company rights, easements or franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon any of the Sites; and (x) any encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway; provided that no Permitted Encumbrance (x) shall materially interfere with the current use by the Company or any of its Subsidiaries of the Transferred Assets, properties or rights affected thereby or (y) has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

“Person” means any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint venture, firm, association or other entity or organization (whether or not a legal entity), including any Governmental Authority (or any department, agency, or political subdivision thereof).

“Polypore Name and Polypore Marks” means (i) the names or Trademarks of Polypore or any of its Affiliates that incorporate “Polypore” (in block letters or otherwise) and/or the Polypore logo, either alone or in combination with other words; (ii) all Trademarks confusingly similar to or embodying any of the foregoing items in clause (i); in each case of clauses (i) and (ii), either alone or in combination with other words.

“Post-Closing Covenants” shall have the meaning set forth in Section 10.01.

“Pre-Closing Straddle Period” means the portion of any Straddle Period that ends on the Closing Date.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date.

“Principals” shall have the meaning set forth in Section 10.14(a).

-ix-

“Proxy Statement” shall have the meaning set forth in Section 3.20.

“Purchase Price” shall have the meaning set forth in Section 2.04.

“Real Property” means the Owned Real Property and the Leased Real Property.

“Real Property Sale and Transfer Agreement” means the real property sale and transfer agreement with respect to the Owned Real Property described on Schedule 2.01(a)(iv), in the form attached hereto as Exhibit E, subject to any modifications made thereto in accordance with Section 5.08(g).

“Registered Intellectual Property” means Intellectual Property that is issued by, or registered or filed with, any Governmental Authority or Internet domain name registrar, including patents, registered copyrights, registered trademarks, Internet domain names and applications for any of the foregoing.

“Related to the Business” means (i) primarily used or held for use in the conduct of the Business immediately prior to the Closing, or (ii) with respect to assets, properties and rights other than Intellectual Property and Seller Business IP Agreements, arising, directly or indirectly, primarily out of the operation or conduct of the Business.

“Release” shall have the meaning set forth in Section 3.14(c)(iii).

“Relevant Persons” shall have the meaning set forth in Section 3.17(a).

“Remedial Measures” shall have the meaning set forth in Section 3.14(c)(iv).

“Representative” of a Person means the directors, officers, employees, investment bankers, consultants, attorneys, accountants or other advisors, agents or representatives of such Person.

“Restraints” shall have the meaning set forth in Section 8.01(c).

“Sarbanes-Oxley Act” shall have the meaning set forth in Section 3.04(a).

“SEC” shall have the meaning set forth in Section 3.04(a).

“Securities Act” shall have the meaning set forth in Section 3.04(a).

“Seller Intellectual Property” means all Intellectual Property in which any one or more of the Sellers, or any of their Affiliates, has an ownership interest, but excluding the Business Intellectual Property (as such Business Intellectual Property exists immediately prior to the Closing).

“Seller Business IP Agreements” means Contracts Related to the Business (a) pursuant to which any Seller grants to any third party a license under, or a covenant not to sue in respect of, Business Intellectual Property, (b) pursuant to which any third party grants to a Seller a license under, or a covenant not to sue in respect of, Intellectual Property used in the conduct of the Business, or (c) between a Seller and any third party providing for the development of Business Intellectual Property.

-x-

“Sellers” means, collectively, the Company and any of its Affiliates (i) that own, lease or license any right, title or interest in, to or under any of the assets, properties or rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Related to the Business, (ii) that have any Liability Related to the Business or (iii) that employ any Business Employee.

“Sellers Disclosure Schedule” shall have the meaning set forth in the introductory paragraph to Article III.

“Sellers’ German Entities” shall have the meaning set forth in Section 6.01(a).

“Share Sale and Transfer Agreement” means sale, purchase and assignment agreement with respect to the minority equity interests set forth on Schedule 2.01(a)(xiv) hereto, in the form attached hereto as Exhibit F, subject to any modifications made thereto in accordance with Section 5.08(g).

“Shared Contracts” means Contracts that are either (i) used in or related to the Business but are not Assumed Contracts or (ii) used in or related to the Energy Storage Business and are Assumed Contracts.

“Stockholder Approval” shall have the meaning set forth in Section 3.02(a).

“Stockholders Meeting” shall have the meaning set forth in Section 5.20(c).

“Straddle Period” means a taxable period that includes but does not end on the Closing Date.

“Subsidiary” means, with respect to any entity, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, or a majority of the outstanding voting securities, are owned directly or indirectly by such entity.

“Superior Proposal” shall have the meaning set forth in Section 5.14(i)(ii).

“Tax” or “Taxes” shall have the meaning set forth in Section 3.07(p)(i).

“Tax Contest” shall have the meaning set forth in Section 7.05.

“Tax Return” shall have the meaning set forth in Section 3.07(p)(ii).

“Termination Costs” shall have the meaning set forth in Section 6.01(c).

“Termination Date” shall have the meaning set forth in Section 9.01(b)(i).

“Termination Fee” shall have the meaning set forth in Section 9.02(a).

-xi-

“Time Account Assets” shall have the meaning set forth in Section 6.01(d).

“Top Customers” shall have the meaning set forth in Section 3.16(b).

“Top Suppliers” shall have the meaning set forth in Section 3.16(a).

“Trade Secrets” shall have the meaning set forth in Section 3.13(j)(iv).

“Trademarks” shall have the meaning set forth in Section 3.13(j)(i).

“Transaction Agreements” means this Agreement and each of the Ancillary Agreements.

“Transfer Taxes” shall have the meaning set forth in Section 7.01.

“Transferred Assets” shall have the meaning set forth in Section 2.01(a).

“Transferred Employees” shall have the meaning set forth in Section 6.02(a).

“Transferred Permits” shall have the meaning set forth in Section 2.01(a)(x).

“Transition Services Agreement” shall have the meaning set forth in Section 5.08.

“VAT” means value added Tax chargeable under or pursuant to the EC Council Directive 2006/112/EC on the common system of value added Tax or any similar sales, purchase or turnover Tax chargeable outside the European Union.

-xii-

EX-3.1

Exhibit 3.1

POLYPORE INTERNATIONAL, INC.

THIRD AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

The registered office of Polypore International, Inc. (the “Corporation”) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808, and The Corporation Service Company will be the resident agent of the Corporation in charge thereof. The Corporation may also have such other offices at such other places, within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time designate or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of any other business properly brought before the annual meeting will be held on such day in such month, at such time and in such place within or without the State of Delaware as may be designated by the Board of Directors and set forth in the notice of such meeting.

Section 2. Special Meetings. A special meeting of the stockholders for any purpose or purposes (a) may be called at any time by the Board of Directors or by its Chairman, or by the Chief Executive Officer and President, and (b) will be called by the Chief Executive Officer and President at the request in writing of stockholders owning shares of the Corporation’s capital stock entitled to a majority of the total number of votes entitled to be cast by the entire capital stock of the corporation issued and outstanding and entitled to vote. Any request pursuant to (b) will state the purpose or purposes of the proposed meeting. Special meetings shall be held at such place within or without the State of Delaware as may be designated by the Board of Directors and set forth in the notice of such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

Section 3. Notice of Meetings. Not less than ten (10) days nor more than sixty (60) days before the date of every stockholder’s meeting, the Secretary shall give to each stockholder entitled to vote at such meeting and each other stockholder entitled to notice of the meeting, written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him or her personally or by leaving it at his or her residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his or her post office address as it appears on the records of the Corporation, with postage thereon prepaid. Notice of any adjourned meeting need not be given except by announcement at the meeting so adjourned, unless otherwise ordered in connection with such adjournment. Such further notice, if any, shall be given as may be required by law.

Section 4. Waiver of Notice. Any stockholder may waive notice of any stockholder’s meeting before or after the meeting. The waiver must be in writing, signed by the stockholder and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A

stockholder’s attendance, in person or by proxy, at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the stockholder or his or her proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder or his or her proxy objects to considering the matter before it is voted upon.

Section 5. Advance Notice.

(a) Annual Meetings.

(1) Only persons who are nominated in accordance with the provisions set forth in this Section 5(a) shall be eligible to be elected as a director at an annual meeting of stockholders. Nominations of persons for election to the Board of Directors at an annual meeting of stockholders may be made (i) by or at the direction of the Board of Directors, or (ii) as otherwise properly brought before such annual meeting by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice as provided for in Section 5(a)(2), who shall be entitled to vote for the election of directors at such annual meeting and who complies with the notice procedures set forth in Section 5(a)(2).

(2) Nominations of directors under Section 5(a)(1), other than those made by or at the direction of the Board of Directors, shall be made by timely notice of such nomination in writing to the Secretary. Such notice:

(i) Shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, in the event the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, then to be timely notice by a stockholder must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made; and

(ii) Shall set forth as to each person whom the stockholder proposes to nominate for election or reelection as a director:

a. Such person’s name, age, address (business and residence) and principal occupation or employment (present and for the past five years);

b. The number of shares of the Corporation such person beneficially owns (as such term is defined by Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and any other ownership interest in the securities of the Corporation, whether economic or otherwise, including derivatives and hedges;

c. Any other information relating to such person that would be required to be disclosed in a definitive proxy statement to stockholders prepared in connection with an election of directors pursuant to Section 14(a) of the Exchange Act;

d. Such person’s written consent to being named as nominee and to serving as a director if elected; and

e. Such person’s written consent to provide information that the Board of Directors reasonably requests to determine the qualifications of such person to serve as a director of the Corporation, including, but not limited to, whether such person qualifies as an independent director under the Corporation’s categorical standards; and

(iii) Shall set forth as to the stockholder giving the notice:

a. The name and address (business and residence) of such person and of any of such person’s Stockholder Associated Persons (as defined in Section 5(a)(5) below);

b. The number of shares of the Corporation such person and any of such person’s Stockholder Associated Persons beneficially own (as such term is defined by Section 13(d) of the Exchange Act) and any other ownership interest in the securities of the Corporation, whether economic or otherwise, including derivatives and hedges (including whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such person or any of such person’s Stockholder Associated Persons with respect to the Corporation’s securities).

(3) At any annual meeting of stockholders, only business that is properly brought before such annual meeting may be presented to and acted upon by the stockholders. To be properly brought before an annual meeting of stockholders, business must be (i) specified in the notice of annual meeting (or in any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before such annual meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before such annual meeting by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice as provided for in Section 5(a)(4), who shall be entitled to vote for the proposed action at such annual meeting and who complies with the notice procedures set forth in Section 5(a)(4).

(4) In addition to any other applicable requirements for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice of such business in writing to the Secretary. Such notice:

(i) Shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, in the event the date of the annual meeting is advanced by more than

thirty (30) days or delayed by more than sixty (60) days from such anniversary date, then to be timely notice by a stockholder must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made; and

(ii) Shall set forth as to each matter the stockholder proposes to bring before the meeting:

a. A brief description of the business desired to be brought before the meeting; and

b. The reason for bringing such business before the meeting; and

(iii) Shall set forth as to the stockholder giving the notice:

a. The name and address (business and residence) of such person and of any such person’s Stockholder Associated Persons;

b. The number of shares of the Corporation such person and any of such person’s Stockholder Associated Persons beneficially own (as such term is defined by Section 13(d) of the Exchange Act) and any other ownership interest in the securities of the Corporation, whether economic or otherwise, including derivatives and hedges (including whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such person or any of such person’s Stockholder Associated Persons with respect to the Corporation’s securities); and

c. Any material interest of such person or any of such person’s Stockholder Associated Persons in such business other than his interest as stockholder of the Corporation.

(5) For the purposes of this Section 5, “Stockholder Associated Person” of any stockholder means (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(6) Notwithstanding anything in these Bylaws to the contrary, (i) no person shall be eligible for election as a director of the Corporation at an annual meeting of stockholders unless nominated in accordance with the procedures set forth in this Section 5(a), and (ii) no business will be conducted at an annual meeting of stockholders except in accordance with the procedures set forth in this Section 5(a). In the event that a stockholder attempts to nominate a person for election as a director at an annual meeting of stockholders or bring business before an annual meeting of stockholders without complying with the provisions of this Section 5(a), the chairman of the meeting may, if the

facts warrant, determine that the nomination was not properly made or that the business was not properly brought before the meeting in accordance with the foregoing procedures, declare the same at the meeting and declare that such defective nomination shall be disregarded or that such business will not be transacted.

(7) Notwithstanding any notice of the annual meeting of stockholders sent to stockholders on behalf of the Corporation, a stockholder must comply with this Section 5(a) to make any nomination of a person for election as a director or to conduct business at any annual meeting of stockholders. If the stockholder’s proposed business, including nomination of a person for election as a director, is the same or relates to business brought by the Corporation and included in its annual meeting notice, the stockholder is nevertheless required to comply and give its own separate and timely written notice to the Secretary pursuant to this Section 5(a).

(8) Nothing in this Section 5(a) will be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act and nothing in Section 5(a) is modified by Rule 14a-8 under the Exchange Act.

(b) Special Meetings.

(1) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors, or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time of giving of notice as provided for in Section 5(b)(2), who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in Section 5(b)(2).

(2) Nominations of directors under Subparagraph (ii) in Section 5(b)(1) shall be made by timely notice of such nomination in writing to the Secretary. Such notice shall contain the information required by Sections 5(a)(2)(ii) and 5(a)(2)(iii) and shall be delivered to, or mailed and received at, the principal offices of the corporation not earlier than the 90th day prior to such special meeting and not later than the later of the 60th day prior to such special meeting or the tenth day following the day on which public announcement of the date of such special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting is first made.

(3) Notwithstanding anything in these Bylaws to the contrary, no person shall be eligible for election as a director of the corporation at a special meeting of stockholders unless nominated in accordance with the procedures set forth in this Section 5(b). In the event that a stockholder attempts to nominate a person for election as a director at a special meeting of stockholders without complying with the provisions of this Section 5(b), the chairman of the meeting may, if the facts warrant, determine that the nomination was not properly made in accordance with the foregoing procedures, declare the same at the meeting and declare that such defective nomination shall be disregarded.

Section 6. Quorum. Any number of stockholders, together holding at least a majority of the capital stock of the Corporation issued and outstanding and entitled to vote, who will be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business, except as otherwise provided by law, by the Corporation’s Amended and Restated Certificate of Incorporation (as the same may be amended from time to time, including by any certificate of designation, the “Certificate of Incorporation”) or by these Bylaws.

Section 7. Adjournment of Meetings. If less than a quorum is in attendance at the time for which a meeting is called, the meeting may adjourn by a majority vote of the stockholders present or represented by proxy and entitled to vote at the meeting, without notice other than announcement at such meeting, until a quorum is in attendance. Any meeting at which a quorum is present may also be adjourned in like manner and for the amount of time as may be determined by a majority vote of the stockholders present or represented by proxy and entitled to vote. At any adjourned meeting at which a quorum is present, any business may be transacted and any corporate action may be taken which might have been transacted at the meeting as originally called.

Section 8. Voting List. The Secretary will have made, at least ten (10) days before every election of directors, a complete list of the stockholders entitled to vote, arranged in alphabetical order and showing the address of each stockholder and the number of shares of each stockholder. The list will be open at either (a) a place within the city where the meeting is to be held, which place shall be specified in the notice of such meeting, or (b) if not so specified, at the place the meeting is to be held, for said ten (10) days, as well as at the time and place of such meeting, and will be subject to the inspection of any stockholder.

Section 9. Voting. Each stockholder entitled to vote at any meeting may vote either in person or by proxy, but no proxy shall be voted on or after three years from its date, unless the proxy provides for a longer period. Each stockholder entitled to vote will at every meeting of the stockholders be entitled to one vote for each share of stock (or such other number of votes as shall be provided in the Certificate of Incorporation, including any certificate of designation, with respect to any class or series of stock) registered in his or her name on the record of stockholders. At all meetings of stockholders, all matters will be determined by the affirmative vote of the majority of shares present in person or by proxy and entitled to vote on the subject matter, except as otherwise provided by statute and except that directors shall be elected by a plurality vote. Voting at meetings of stockholders need not be by written ballot.

Section 10. Record Date of Stockholders. The Board of Directors is authorized to fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock will go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders, and any adjournment of a meeting of stockholders, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of capital stock, or to give consent. Only the stockholders that are stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, the meeting of stockholders, and any adjournment of the meeting, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise the rights, or to give the consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after the record date fixed in accordance with this Section 10.

Section 11. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken (a) is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted, and (b) is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent will be given to those stockholders who have not consented in writing.

Section 12. Conduct of Meetings. The Chairman of the Board of Directors, or in his or her absence the Chief Executive Officer or any Vice President designated by the Chairman of the Board of Directors, shall preside at all regular or special meetings of stockholders. To the maximum extent permitted by law, the presiding person will have the power to set procedural rules, including but not limited to rules respecting the time allotted to stockholders to speak, governing all aspects of the conduct of the meetings. The Secretary of the Corporation will act as secretary of each meeting. In the absence of the Secretary, the chairman of the meeting will appoint any person to act as secretary of the meeting.

ARTICLE III

DIRECTORS

Section 1. Number and Qualifications. The Board of Directors will consist of the number as may be fixed from time to time by resolution of the Board of Directors; provided, however, that such number shall be no fewer than three (3) and no more than fifteen (15). The directors need not be stockholders. No reduction in the number of directors constituting the Board of Directors shall result in the removal of any director from the board during such director’s term of office in the absence of stockholder action required by Section 3 of this Article III.

Section 2. Election and Duration of Office. Upon the effectiveness of the Corporation’s Amended and Restated Certificate of Incorporation by filing with the Secretary of State of the State of Delaware at or about the time of the closing of the Corporation’s initial public offering of its Common Stock, $0.01 par value per share (the “Effective Time”), the Board of Directors shall be divided into three classes to be designated as Class I, Class II and Class III. The number of directorships shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible. The Board of Directors, by resolution, shall designate the class in which each of the directors then in office shall serve upon such classification. To the extent any additional directors are elected or appointed prior to the Corporation’s first annual meeting of stockholders after the Effective Time, the Board of Directors, by resolution, shall determine the class of such additional directors. The directors in Class I shall be elected for a term expiring at the first annual meeting of stockholders after the Effective Time, the directors in Class II shall be elected for a term expiring at the second annual meeting of stockholders after the Effective Time, and the directors in Class III shall be elected for a term expiring at the third annual meeting of stockholders after the Effective Time. Commencing at the first annual meeting of stockholders after the Effective Time, and at each annual meeting of stockholders thereafter, directors elected to succeed those directors whose terms expire in connection with such annual meeting of stockholders shall be elected for a term of office to

expire at the third succeeding annual meeting of stockholders after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director whose term has expired may be re-elected for additional terms.

Section 3. Removal and Resignation of Directors. A director may be removed from office only for cause and only by vote of at least a majority of the outstanding stock entitled to vote in an election of directors. A director may resign at any time upon written notice to the Corporation. Such resignation will take effect at the time specified in the resignation, or, if no time is specified, at the time of its receipt by the Chairman of the Board of Directors, Chief Executive Officer, President or Secretary. The acceptance of a resignation will not be necessary to make it effective unless so specified in the resignation.

Section 4. Filling of Vacancies. Any vacancy on the Board of Directors, however resulting, may be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the of the class to which such director shall have been elected. Any person elected to fill a vacancy will hold office, subject to the right of removal as provided in these Bylaws, until his or her successor is elected and qualified.

Section 5. Chairman of the Board of Directors. The Chairman of the Board of Directors (if one is elected) will be a director and will preside at all meetings of the Board of Directors at which he or she is present, and will have the powers and perform the duties as may from time to time be assigned to him or her by the Board of Directors. A director that is not otherwise an officer of the Corporation that is elected to be Chairman of the Board of Directors shall not be deemed an officer of the Corporation by virtue of such election.

Section 6. Regular Meetings. The Board of Directors will hold an annual meeting for the purpose of organization and the transaction of any business immediately after the annual meeting of the stockholders, provided a quorum of directors is present. Other regular meetings may be held at any time as may be determined from time to time by resolution of the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or by the Chief Executive Officer or President.

Section 8. Notice and Place of Meetings. Meetings of the Board of Directors may be held at the principal office of the Corporation, or at any other place as is stated in the notice of such meeting. Notice of any special meeting will be provided upon at least two (2) hours notice to each director, either personally, by telephone, mail, telecopy or e-mail, which notice shall set forth the date, time and place of such special meeting. No notice of the annual meeting of the Board of Directors will be required if it is held immediately after the annual meeting of the stockholders and if a quorum is present and no notice of regular meetings will be required if set by the Board of Directors at least one week prior to such meeting.

Section 9. Business Transacted at Meetings, etc. Any business may be transacted and any corporate action may be taken at any regular or special meeting of the Board of Directors at which a quorum is present, whether the business or proposed action is stated in the notice of that meeting or not, unless special notice of such business or proposed action is required by statute.

Section 10. Quorum. A majority of the Board of Directors at any time in office will constitute a quorum. At any meeting at which a quorum is present, the vote of a majority of the members present will be the act of the Board of Directors unless the act of a greater number is specifically required by law or by the Certificate of Incorporation or these Bylaws. The members of the Board will act only as the Board and the individual members of the Board will not have any powers in their individual capacities.

Section 11. Compensation. The directors may receive a fixed annual fee for their services as directors, which will be set from time to time by resolution of the Board of Directors. The Board of Directors may also receive a fixed fee and expenses for attendance at each meeting, as set from time to time by resolution of the Board of Directors. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor.

Section 12. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee of the Board of Directors, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent to the action in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 13. Meetings Through Use of Communications Equipment. Members of the Board of Directors, or any committee designated by the Board of Directors, will, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, have the power to participate in a meeting of the Board of Directors, or any committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and this participation will constitute presence in person at the meeting.

ARTICLE IV

COMMITTEES

Section 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the entire Board, designate two or more of their number to constitute an Executive Committee to hold office at the pleasure of the Board of Directors, which committee will, during the intervals between meetings of the Board of Directors, have and exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, subject only to restrictions or limitations as the Board of Directors may from time to time specify, or as limited by the General Corporation Law of the State of Delaware, and will have power to authorize the seal of the Corporation to be affixed to all papers that may require it.

Any member of the Executive Committee may be removed at any time, with or without cause, by a resolution of a majority of the entire Board of Directors.

Any person ceasing to be a director shall ipso facto cease to be a member of the Executive Committee.

Any vacancy in the Executive Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the entire Board of Directors.

Section 2. Audit Committee. The Board of Directors shall, by resolution passed by a majority of the entire Board of Directors, designate the directors to constitute an Audit Committee. The composition, responsibilities and procedures of the Audit Committee shall be as set forth in the Audit Committee Charter, as in effect from time to time pursuant to the resolution of the Board of Directors.

Any member of the Audit Committee may be removed at any time, with or without cause, by a resolution of a majority of the entire Board of Directors.

Any person ceasing to be a director shall ipso facto cease to be a member of the Audit Committee.

Any vacancy in the Audit Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the entire Board of Directors.

Section 3. Other Committees. Other committees, whose members need not be directors, may be appointed by the Board of Directors or the Executive Committee, which committees shall hold office for an amount of time and have powers and perform duties as may from time to time be assigned to them by the Board of Directors or the Executive Committee.

Any member of these committees may be removed at any time, with or without cause, by the Board of Directors or the Executive Committee. Any vacancy in a committee occurring from any cause whatsoever may be filled by the Board of Directors or the Executive Committee.

Section 4. Resignation. Any member of a committee may resign at any time. This resignation will be made in writing and will take effect at the time specified in the resignation, or, if no time is specified, at the time of its receipt by the Chairman of the Board of Directors, Chief Executive Officer, President or Secretary. The acceptance of a resignation will not be necessary to make it effective unless so specified in the resignation.

Section 5. Quorum. One half of the members of a committee, but in no event less than two, shall constitute a quorum. The act of a majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee. The members of a committee shall act only as a committee, and the individual members thereof shall not have any powers as such.

Section 6. Record of Proceedings, etc. Each committee will keep a record of its acts and proceedings, and will report the same to the Board of Directors when and as required by the Board of Directors.

Section 7. Organization, Meetings, Notices, etc. A committee may hold its meetings at the principal office of the Corporation, or at any other place that a majority of the committee may at any time agree upon. Each committee may make rules as it deems expedient for the regulation and carrying on of its meetings and proceedings. Unless otherwise ordered by the Executive Committee, or stated in a written charter for the committee, any notice of a meeting of a committee may be given in the manner described in Article III, Section 8 above.

Section 8. Compensation. The members of any committee will be entitled to such compensation as may be allowed them by resolution of the Board of Directors.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall be a Chief Executive Officer and a President, and may include a Chief Financial Officer, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, and one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. The Board of Directors in its discretion may also elect a Chairman of the Board of Directors.

Section 2. Election, Term of Office and Qualifications. The officers, except as provided in Section 3 of this Article V, will be chosen annually by the Board of Directors. Each officer will, except as otherwise provided in the Bylaws, hold office until his or her successor is chosen and qualified. The Chairman of the Board of Directors, if any, will be a director of the Corporation, and should he or she cease to be a director, he or she shall ipso facto cease to be Chairman. Except as otherwise provided by law, any number of offices may be held by the same person.

Section 3. Other Officers. Other officers, including one or more additional Vice Presidents, Assistant Secretaries or Assistant Treasurers, may from time to time be appointed by the Board of Directors, which other officers shall have powers and perform duties as may be assigned to them by the Board of Directors or the officer or committee appointing them.

Section 4. Removal of Officers. Any officer of the Corporation may be removed from office, with or without cause, by a vote of a majority of the Board of Directors.

Section 5. Resignation. Any officer of the Corporation may resign at any time. This resignation shall be in writing and take effect at the time specified in the resignation, or if no time is specified, at the time of its receipt by the Chief Executive Officer, President or Secretary. The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified in the resignation.

Section 6. Filling of Vacancies. A vacancy in any office may be filled by the Board of Directors or by the authority appointing the predecessor in such office. The Board of Directors may choose not to fill any office for any period as it may deem advisable.

Section 7. Compensation. The compensation of the officers will be fixed by the Board of Directors, or by any committee upon whom power in that regard may be conferred by the Board of Directors.

Section 8. Chief Executive Officer. The Chief Executive Officer will, when present, preside at all meetings of the stockholders. The Chief Executive Officer will have power to call special meetings of the stockholders or of the Board of Directors or of the Executive Committee at any time. He or she will be the chief executive officer of the Corporation, and will have the general direction of the business, affairs and property of the Corporation, and of its several officers, and will have and exercise all the powers and discharge the duties as usually pertain to the office of Chief Executive Officer including such duties as may be prescribed from time to time by the Board of Directors.

Section 9. President. The President will, when present, preside at all meetings of the stockholders at which the Chief Executive Officer is not present. The President will have power to

call special meetings of the stockholders or of the Board of Directors or of the Executive Committee at any time. He or she will assist the Chief Executive Officer (and, in the Chief Executive Officer’s absence, act as Chief Executive Officer) in the general direction of the business, affairs and property of the Corporation, and of its several officers, and will have and exercise all the powers and discharge the duties as usually pertain to the office of President, subject to the direction of the Chief Executive Officer.

Section 10. Vice Presidents. The Vice Presidents, or any of them, will, subject to the direction of the Board of Directors, at the request of the Chief Executive Officer or in the absence of both the Chief Executive Officer and the President, or in case of their inability to perform their duties from any cause, perform the duties of the Chief Executive Officer and, when so acting, will have all the powers of, and be subject to all restrictions upon, the Chief Executive Officer. The Vice Presidents will also perform the other duties that may be assigned to them by the Board of Directors, and the Board of Directors may determine the order of priority among them.

Section 11. Chief Financial Officer. Subject to the direction of the Board of Directors, the Chief Executive Officer and the President, the Chief Financial Officer will have and exercise all the powers and discharge the duties as usually pertain to the office of Chief Financial Officer.

Section 12. Secretary. The Secretary will keep the minutes of all meetings of the stockholders and all meetings of the Board of Directors and any committee in books provided for that purpose. He or she may affix the seal of the Corporation to all instruments to be executed on behalf of the Corporation under its seal. The Secretary will perform the duties and have all other powers that are incident to the office of Secretary, or as may from time to time be assigned to him or her by the Board of Directors, or as are prescribed by these Bylaws.

Section 13. Treasurer. The Treasurer will have custody of all the funds and securities of the Corporation which may be delivered into his or her possession. He or she may endorse on behalf of the Corporation for collection, checks, notes and other obligations and will deposit the same to the credit of the Corporation in a depository or depositories of the Corporation, and may sign all receipts and vouchers for payments made to the Corporation. He or she will enter or cause to be entered regularly in the books of the Corporation kept for that purpose, full and accurate accounts of all monies received and paid on account of the Corporation and whenever required by the Board of Directors will render statements of the accounts. The Treasurer will perform the duties and have all other powers that are incident to the office of Treasurer or that are assigned to him or her by the Board of Directors.

ARTICLE VI

CAPITAL STOCK

Section 1. Issue of Certificates of Stock. The shares of capital stock of the Corporation may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware. Each stockholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate of capital stock of the Corporation. Certificates of capital stock will be in the form approved by the Board of Directors. Certificates will be numbered in the order of their issue and will be signed by the Chairman of the Board of Directors, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and the seal of the Corporation or a facsimile of the seal will be impressed or affixed or reproduced on the certificates, provided, however, that the signature of the Chairman of the Board of

Directors, President, Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any certificate or certificates ceases to be an officer of the Corporation, whether because of death, resignation or otherwise, before that certificate or certificates are delivered by the Corporation, that certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed that certificate or certificates, or whose facsimile signature or signatures is used thereon have not ceased to be an officer or officers of the Corporation.

Section 2. Registration and Transfer of Shares. The shares of capital stock of the Corporation shall be issued in registered form. The name of each person owning a share of the capital stock of the Corporation shall be entered on the books of the Corporation together with the number of shares held by him, and, if such shares are certificated, the numbers of the certificates covering such shares and the dates of issue of such certificates. The shares of stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, if such shares are certificated, on surrender and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached thereto, duly executed, or upon proper instructions from the holder of uncertificated shares, in each case with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. A record shall be made of each transfer. A person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 3. Lost, Destroyed and Mutilated Certificates. The holder of any stock of the Corporation, if such shares are certificated, will immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificates. The Corporation may issue a new certificate of stock in the place of any certificate previously issued by it and alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his or her legal representatives, to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require, to indemnify it against any claim that may be made against it by reason of the issue of the new certificate and against all other liability in the premises, or may remit the owner to any remedy or remedies he or she may have under the laws of the State of Delaware.

Section 4. Transfer Agent and Registrar; Regulations. The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in the charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, and also one or more registry offices, each in the charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered, and no certificate for shares of the capital stock of the Corporation, in respect of which a Registrar and/or Transfer Agent shall have been designated, shall be valid unless countersigned by such Transfer Agent and registered by such Registrar, if any. The Board of Directors shall also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

Section 5. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VII

DIVIDENDS, SURPLUS, ETC.

Section 1. General Discretion of Directors. The Board of Directors will have power to fix and vary the amount to be set aside or reserved as working capital of the Corporation, or as reserves, or for other proper purposes of the Corporation, and, subject to the requirements of the Certificate of Incorporation, to determine whether any part of the surplus or net profits of the Corporation will be declared as dividends and paid to the stockholders, and to fix the date or dates for the payment of dividends.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall consist of 52 or 53 weeks ending on the Saturday closest to December 31 in each year.

Section 2. Corporate Seal. The corporate seal will be in the form approved by the Board of Directors and may be altered at their pleasure. The corporate seal may be used by causing it or a facsimile of the seal to be impressed or affixed or reproduced or otherwise.

Section 3. Notices. Except as otherwise expressly provided, any notice required to be given by these Bylaws will be sufficient if given by depositing the same in a post office or letter box in a sealed postpaid wrapper addressed to the person entitled to the notice at his or her address, as the same appears upon the books of the Corporation, or by telegraphing or cabling the same to that person at that address, or by facsimile transmission to a number designated upon the books of the Corporation, if any; and the notice will be deemed to be given at the time it is mailed, telegraphed or cabled, or sent by facsimile.

Section 4. Waiver of Notice. Any stockholder or director may at any time, by writing or by telegraph, cable or facsimile transmission, waive any notice required to be given under these Bylaws, and if any stockholder or director is present at any meeting his or her presence will constitute a waiver of notice.

Section 5. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, will be signed by an officer or officers, agent or agents of the Corporation, and in such manner, as will from time to time be designated by resolution of the Board of Directors.

Section 6. Voting Stock of Other Corporations. Except as otherwise ordered by the Board of Directors or the Executive Committee, the Chief Executive Officer, the President and the Treasurer have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation of which the Corporation is a stockholder, and to execute a proxy to any other person to represent the Corporation at any meeting, and at any meeting

of the stockholders of any corporation of which the Corporation is a stockholder. The Chief Executive Officer, the President or the Treasurer or the holder of any proxy, as the case may be, will possess and may exercise any and all rights and powers incident to ownership of the stock which the Corporation might have possessed and exercised if present. The Board of Directors or the Executive Committee may from time to time confer like powers upon any other person or persons.

Section 7. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation, or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the chancery courts of the State of Delaware in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Bylaw.

ARTICLE IX

AMENDMENTS

The Board of Directors will have the power to make, rescind, alter, amend and repeal these Bylaws, provided, however, that the stockholders will have power to rescind, alter, amend or repeal any Bylaws made by the Board of Directors, and to enact Bylaws that will not be rescinded, altered, amended or repealed by the Board of Directors. Notice of the proposal to make, amend or repeal any provision of these Bylaws will be included in the notice of any meeting of the stockholders or the Board of Directors at which the action is to be considered.

Dated: February 22, 2015

EX-99.1

Exhibit 99.1

Polypore Signs Definitive Agreements for Sale of the Company

CHARLOTTE, N.C., Feb. 23, 2015 (GLOBE NEWSWIRE) — Polypore International, Inc. (NYSE:PPO) announces today that it has signed definitive agreements for the sale of the Company. In the merger agreement, Asahi Kasei Corporation (“Asahi Kasei,”) (TSE1:3407), through a U.S. subsidiary, will purchase the Company for $60.50 per share in cash. As an integrated step in this transaction, immediately prior to Asahi Kasei’s acquisition of Polypore, 3M Company (“3M,”) (NYSE:MMM) will acquire the assets of Polypore’s Separations Media segment for approximately $1.0 billion and Asahi Kasei will receive the cash proceeds from the asset sale. The definitive agreements require that the sale of the Company and the integrated sale of the Separations Media segment close after closing conditions for both transactions have been satisfied and that the closings of the transactions are conditioned upon one another.

The per share consideration represents an enterprise value for the Company of approximately $3.2 billion and a premium of approximately 24% over the volume weighted average share price for the twenty trading days up to and including February 20, 2015. The transactions have been approved by the Boards of Directors of Asahi Kasei, 3M, and Polypore, and are subject to certain customary regulatory and Polypore shareholder approvals.

“The combination of our Energy Storage business with Asahi Kasei and our Separations Media business with 3M are excellent strategic fits, which we believe create value for our people, customers and shareholders. When you combine our technology, process capabilities, and material science expertise with their technology, global reach and broader resources, there’s a great opportunity to accelerate growth going forward,” said Robert B. Toth, Polypore’s President and Chief Executive Officer. “Clearly, our people have done a tremendous job in building strong businesses that are positioned to address exciting global market trends and needs over the long term, and have the potential to achieve a new level of success by playing a major role in the future growth of two leading global technology companies.”

Commenting on the transaction, Toshio Asano, President & Representative Director of Asahi Kasei Corporation, said “We are very excited to be joining forces with Polypore, an esteemed player in energy storage. The Environment & Energy is an area of strategic focus for us as we expand and grow, creating new value for the future. We look forward to combining our respective strengths in battery separator technology, achieving new innovations that contribute to solutions to the world’s environmental and energy challenges.”

“The combination of 3M and Polypore’s Separations Media business will help us to meet customers’ emerging needs for high-value filtration solutions,” said Michael F. Roman, executive vice president, 3M Industrial Business Group. “Together, we will be able to offer a broader array of products to both Polypore’s and 3M’s customers, which will accelerate the global growth of our membrane business.”

BofA Merrill Lynch acted as financial advisor to Polypore and Jones Day acted as legal advisor to Polypore. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Asahi Kasei. Centerview Partners LLC acted as financial advisor and Hogan Lovells US LLP acted as legal advisor to 3M.

About Polypore International, Inc.

Polypore International, Inc. is a global high technology filtration company specializing in microporous membranes. Polypore’s flat sheet and hollow fiber membranes are used in specialized applications that require the removal or separation of various materials from liquids, primarily in the ultrafiltration and microfiltration markets. Based in Charlotte, N.C., Polypore International, Inc. is highly regarded in the market with manufacturing facilities or sales offices in nine countries serving six continents. See www.polypore.net.

About Asahi Kasei

Asahi Kasei is Japan’s leading diversified chemical manufacturer with businesses in the chemicals & fibers, homes & construction materials, electronics, and health care sectors. The company’s growth strategy involves continuous transformation of its business portfolio through constant innovation in

anticipation of emerging market needs, and through this process Asahi Kasei has developed into a diversified solution provider. With more than 29,000 employees around the world, the Asahi Kasei Group serves customers in more than 100 countries.

Within the electronics sector, the company has two areas of operation, electronic devices and electronic materials. In electronic materials, the company offers a broad range of high-performance energy/electronics materials such as the Hipore™ lithium battery separator, photosensitive dry film used in the production of printed wiring boards, photomask pellicles used in the production of LCD panels and semiconductors, and many other products created through exceptional chemical technology and R&D capabilities.

For more information, visit www.AsahiKasei.co.jp/asahi/en/.

About 3M

3M is a science-based company with a culture of creative collaboration that inspires powerful technologies, making life better. With $32 billion in sales, 3M employs 90,000 people worldwide and has operations in more than 70 countries. For more information, visit www.3M.com/ or follow @3MNewsroom on Twitter.

Additional Information

In connection with the proposed transactions, the Company will file a preliminary proxy statement with the SEC. WHEN AVAILABLE, INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE COMPANY. When available, you will be able to obtain the preliminary proxy statement, the definitive proxy statement and other filings containing information about the Company, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the preliminary proxy statement, the definitive proxy statement and other filings made by the Company with the SEC will also be able to be obtained, free of charge, by directing a request to Polypore International, Inc., 11430 North Community House Road, Suite 350, Charlotte, North Carolina, 28277 attention: Investor Relations.

Forward-Looking Statements

This release includes “forward-looking statements”. All statements other than statements of historical facts included in this release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this release, including the risks outlined under the caption entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 and subsequent reports filed with the Securities and Exchange Commission, will be important in determining future results. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including, but not limited to, the ability of the parties to satisfy the conditions precedent and consummate the proposed transactions, the timing or consummation of the proposed transactions, or the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the SEC filings submitted by Polypore from time to time, including in its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We do not undertake any obligation to update these forward-looking statements in this release or the risk factors set forth above to reflect new information, future events or otherwise, except as may be required under federal securities laws.

Participants in the Solicitation

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the shareholders’ vote on the proposed transactions. Information about the Company’s directors and executive officers and their ownership of the company’s common stock is set forth in the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on April 7, 2014. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed transactions, which may be different than those of the Company’s shareholders generally, by reading the preliminary proxy statement, the definitive proxy statement and other relevant documents regarding the proposed transaction, in each case, when filed with the SEC.

CONTACT: FOR MEDIA AND

INVESTOR RELATIONS

Polypore International, Inc.

Investor Relations

(704) 587-8886

investorrelations@polypore.net