8-K

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):

October 31, 2008

ROGERS CORPORATION

(Exact name of Registrant as specified in Charter)

Massachusetts (State or Other Jurisdiction of Incorporation) 1-4347 (Commission File Number) 06-0513860 (I.R.S. Employer Identification No.)

One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188

(Address of Principal Executive Offices and Zip Code)

(860) 774-9605

(Registrant's telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 204.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 31, 2008 (the “Closing Date”), Rogers Corporation (the “Registrant”) entered into and closed on a Stock Purchase Agreement (the “Agreement”) and related agreements with Induflex Holding NV, a Belgian company (“Induflex Holding”), whereby the Registrant sold all of the issued and outstanding shares of capital stock (the “Shares”), of its wholly-owned Belgian subsidiary, Rogers Induflex NV (the “Company”) to Induflex Holding (the “Sale”).

All Euro-to-U.S. dollar conversion rates in this report are approximate numbers as of the Closing Date.

Pursuant to the Agreement, Induflex Holding purchased the Shares for approximately 10.7 million Euros (approximately US$13.6 million), which represents the purchase price paid on the Closing Date of approximately 8.9 million Euros (as further described below), plus other amounts due under the Agreement.  In addition to these amounts, there is an opportunity for the Registrant to receive additional earn out amounts over the next three years based on the future performance of the divested business.

The maximum cash outlay for the Shares of approximately 15.5 million Euros (approximately US$19.7 million) is the sum of the following three payments:

First, the fixed sum of approximately 10.7 million Euros (approximately US$13.6 million) was paid on the Closing Date, comprised of (i) a base closing price of approximately 8.9 million Euros (approximately US$11.4 million) (the “Base Purchase Price”), plus (ii) approximately 1.0 million Euros (approximately US$1.3 million) for current cash on the Company’s balance sheet, plus (iii) approximately $0.8 million Euros (approximately US$0.9 million), representing satisfaction of an outstanding loan between the Company and Rogers BVBA, a Belgian company and subsidiary of the Registrant (“Rogers BVBA”).

Second, contingency payments up to a maximum of approximately 4.5 million Euros (approximately US$5.7 million), payable in annual installments over a four year period (the “Earnout”).  Earnout payments will be based upon achievement by the Company of a “Target Contribution”, defined in the Agreement as consolidated revenue derived from sales of Company products less the consolidated variable cost of goods sold, in the fiscal years ended December 31, 2009, 2010 and 2011.

Third, an additional payment from Induflex Holding of approximately 0.3 million Euros (approximately US$0.4 million), representing a deposit made by the Company to Belgian environmental authorities for clean-up work at the Company.  This amount will be paid to the Registrant following its release by those authorities; however, the Registrant will be liable for any additional expenses incurred in connection with the release of these funds.

The Base Purchase Price will be adjusted by two payments that the Registrant is required to make to Induflex Holding in amounts equal to a percentage of the retail price of products sold by the Company to the Registrant’s affiliates under the Distribution Agreement (described below) after the Closing Date.  One such payment will be made by January 31, 2009, with the other made following expiration or termination of the Distribution Agreement.

In connection with the Sale, the parties entered into several additional agreements, including the following:

A Non-Competition Agreement, whereby the Registrant is prohibited, among other things, from competing with the Company for a term of three years in the manufacture and sale of certain defined types of laminates in certain applications.

A Distribution Agreement among the Company, Rogers Technologies (Suzhou) Co. Ltd., Rogers Technologies (Singapore) Inc. and Rogers Southeast Asia, Inc., each an affiliate of the Registrant,  for the continued distribution of Company products by such affiliates for an initial six month term following the Closing Date.

A Sales Agreement between the Company and the Registrant for the supply of certain products by the Company to the Registrant, Rogers BVBA and any affiliated entity of either of them, for an initial 15 year term.

A copy of the Press Release issued by the Registrant on October 31, 2008 announcing the Sale is attached to this Current Report on Form 8-K as Exhibit 99.1.  Only the portion of this Press Release relating to the terms of the Sale shall be deemed filed and incorporated herein by reference.

The information contained in this Item 1.01 is qualified in its entirety by reference to the complete text of the agreements filed herewith as Exhibits 10.1 through 10.7, which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In a Press Release dated October 31, 2008, the Registrant updated its sales and earnings guidance due to the one-time gain associated with the disposal of the Company for the fourth quarter of 2008 from what was previously disclosed on the Registrant’s Current Report on Form 8-K filed October 29, 2008.

A copy of this Press Release is furnished herewith as Exhibit 99.1.  The information contained in this Item 7.01 and that portion of the Press Release relating to the sales and earnings guidance shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
10.1	Stock Purchase Agreement between Induflex Holding NV and RogersCorporation.

10.2	Non-Competition Agreement between Rogers Induflex NV and RogersCorporation.
10.3	Distribution Agreement among Rogers Induflex NV, Rogers Technologies(Suzhou) Co. Ltd., Rogers Technologies (Singapore) Inc. and Rogers SoutheastAsia, Inc.
10.4	Sales Agreement among Rogers Induflex NV, Rogers BVBA and RogersCorporation.
10.5	Second Ranking Share Pledge Agreement Between Induflex Holding NV andRogers Corporation.
10.6	Production License Agreement between Rogers Induflex NV and RogersCorporation.
10.7	Mutual Non-Disclosure Agreement among Induflex Holding NV, Rogers InduflexNV and Rogers Corporation.
99.1	Press release, dated October 31, 2008, issued by Rogers Corporation (filedherewith pursuant to Item1.01 and furnished herewith pursuant to Item 7.01).

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.

	ROGERS CORPORATION
	By:	/s/ Dennis M. Loughran
		Dennis M. Loughran
		Vice President, Finance and Chief Financial Officer
Date:  November 5, 2008

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

Between

INDUFLEX HOLDING NV

and

ROGERS CORPORATION

TABLE OF CONTENTS

1.	DEFINITIONS; INTERPRETATION	1
a.	Definitions	1
b.	Interpretation	9
2.	PURCHASE AND SALE OF SHARES	9
a.	Purchase and Sale of Shares	9
b.	Purchase Price	10
c.	Determination of Contribution	11
d.	Adjustment	12
e.	Interest	13
f.	Security and Subordination	13
g.	Sale of the Company During the Earnout Period	13
3.	RELATED AGREEMENTS	14
4.	REPRESENTATIONS AND WARRANTIES OF THE SELLER	15
5.	REPRESENTATIONS AND WARRANTIES OF THE BUYER; INDEMNIFICATION; GUARANTEE OF BV CAPITAL	16
6.	COVENANTS	17
a.	Debt	17
b.	Confidentiality	17
c.	Sale of Rogers Suzhou Inventory; Intercompany Trade Debt Generally	18
d.	Pre-Closing Due Diligence Procedures	19
e.	Post-Closing Activities	19
f.	Rights Against UCB S.A.	19
g.	Transitional Undertakings	20
h.	Couvreur Case	21
i.	Further Assurances	22
7.	CLOSING	22
a.	Closing	22
8.	INDEMNIFICATION	22
a.	Survival	22
b.	Indemnification; Limitations; Procedure; Third Party Claims	23
c.	Other Limitations	26
d.	Collection of Delinquent Accounts Receivable	26
9.	GENERAL PROVISIONS	26
a.	Notices	26
b.	Entire Agreement and Modification	27
c.	[INTENTIONALLY OMITTED]	27
d.	Successors and Assigns	28
e.	Severability	28
f.	Governing Law; Arbitration	28
g.	English Language	28
h.	Expenses	29
i.	Finder’s Fee	29
j.	Counterparts	29

i

Schedules and Exhibits

Schedule A – Representations and Warranties of the Seller

Schedule B – Representations and Warranties of the Buyer and BV Capital

Schedule C – Disclosure Schedule

Schedule D – Historical Calculation of Contribution

Exhibit A – Form of Non-Competition Agreement

Exhibit B – Form of Rental Agreement

Exhibit C – Form of Distribution Agreement

Exhibit D – Form of Sales Agreement

Exhibit E – Form of Share Pledge Agreement

Exhibit F – Form of Production License Agreement

Exhibit G – Form of Mutual Non-Disclosure Agreement

ii

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (together with all exhibits, schedules and attachments hereto, referred to as this “Agreement”) is made effective as of the last date shown on the signature page hereto:

(1)  INDUFLEX HOLDING NV, a Belgian company, with registered office at Frankrijklei 78, 2000 Antwerp and registered with the Crossroads Bank of Enterprises under enterprise number 0807.149.569(the “Buyer”); and

(2) ROGERS CORPORATION, a Massachusetts corporation having its headquarters at One Technology Drive, Rogers, CT 06263 (the “Seller”).

The Buyer and the Seller are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

WHEREAS

(A)The Seller owns all of the issued and outstanding 6,036 registered shares (the “Shares”) of Rogers Induflex NV (formerly UCB Induflex NV), a Belgian corporation having its registered office at Ottergemsesteenweg 799, 9000 Ghent, Belgium and registered with the Crossroads Bank of Enterprises under enterprise number 0427693784 (the “Company”), and

(B) The Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, the Shares for the consideration and upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Parties agree as follows:

1. DEFINITIONS; INTERPRETATION

a.      Definitions

As used in this Agreement, the following terms will have the meanings set forth below:

“Administrative Authorizations” has the meaning set forth in Section 16 of Schedule A.

“Affiliate” means, as to an entity, a person or another entity which directly or indirectly controls, is controlled by, or is under the common control with that entity; provided that for purposes of this definition, ownership of at least 50% of an entity’s voting stock, directly or indirectly, shall conclusively denote control thereof.

“Base Purchase Price” has the meaning set forth in Section 2(b).

“Belgian Accounting Rules” has the meaning set forth in Section 1(b).

“Benefit Plan” has the meaning set forth in Section 24 of Schedule A.

“Business Day” means any weekday which is not a bank holiday in the United States of America (federal), the State of Connecticut, or Belgium, as applicable.

“Buyer’s Special Auditor” has the meaning set forth in Section 2(c)(iii).

“BV Capital” means BHB BVBA/SPRL, a Belgian private limited liability company with address at Frankrijklei 78, 200 Antwerp (Belgium), registered with the Crossroads Bank of Enterprises under enterprise number 0862808169;

“Cleanup” means any investigation, cleanup, removal, containment, monitoring or other remediation or response actions required by applicable Environmental Law or Occupational Safety and Health Law.

“Closing” has the meaning set forth in Section 7(a).

“Closing Date” means the date of the Closing.

“Collective Agreement” has the meaning set forth in Section 22 of Schedule A.

“Company Code” means the Belgian company code of May 7, 1999, as amended.

“Contract” means any written contract or agreement or other written arrangement or commitment of a contractual nature, entered into by the Company and in force or of relevance at the Closing Date.

“Contribution” means consolidated revenue derived from sales of Company products less the consolidated variable cost of goods sold, as computed in accordance with past practices and including all accounting line items as described in Schedule D.

“Disclosure Schedule” means the disclosure schedule delivered by the Seller to the Buyer concurrently with the execution and delivery of this Agreement, updated as necessary with respect to accounts receivable, accounts payable and Inventory of the Company as of a date not more than four (4)- Business Days prior to the Closing Date, and attached hereto as Schedule C.

“Distribution Agreement” shall have the meaning set forth in Section 3(c).

“Earnout Period” has the meaning set forth in Section 2(g).

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, option, adverse claim of ownership or use, right of usufruct, easement, restriction on transfer (such as a right of first refusal or other similar right), defect of title or any material encroachments or material encumbrance of any kind or character, other than those arising by operation of law.

“Environment” means soil, land surface or subsurface strata, surface waters (including without limitation navigable waters, streams, ponds, drainage basins, and wetlands), groundwater, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

4

“Environmental, Health and Safety Liabilities” means any cost, damages, expense, liability or obligation arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to: (i) any environmental, health, or safety matters or conditions (including on-site or off-site contamination, occupational safety and health, and regulation of chemical substances or products); (ii) fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, preventive, remedial, recovery or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law; (iii) financial responsibility under Environmental Law or Occupational Safety and Health Law for costs of Cleanup or corrective action, (iv) any other compliance, corrective, investigative, or remedial measures required under Environmental Law or Occupational Safety and Health Law; or (v) any claim by third parties arising out of or in connection with any Environmental, Health and Safety Liabilities.

“Environmental Law” means any Legal Requirement in force and applicable on or prior to the Closing Date to the Company or to the conduct of or operation of its business or the ownership or use of any of its assets that requires or relates to: (i) advising appropriate authorities, employees and the public of intended or actual releases of pollutants or Hazardous Materials, violations of discharge limits, or other prohibitions and of the commencement of activities, such as resource extraction or construction, that could have a material impact on the Environment; (ii) preventing or reducing to acceptable levels the release of pollutants or Hazardous Materials into the Environment; (iii) complying with all terms, conditions and requirements set forth in any Environmental Permit or any applicable rule of law; (iv) reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated; (v) assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of; (vi) protecting resources, species, or ecological amenities; (vii) reducing to acceptable levels the risks inherent in the transportation of Hazardous Materials, pollutants, oil or other potentially harmful substances; (vii) cleaning up pollutants that have been released, preventing the threat of Release of such pollutants or paying the costs of such clean up or prevention; or (viii) making responsible parties pay private parties, or groups of them, for damages done to their health, their assets or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

“Environmental Permits” means any Administrative Authorizations affecting public health and safety or worker health and safety which directly relate to the Environment, land use, historic preservation, zoning, green or open space or flora and fauna protection, including, without limitation, those relating to (i) emissions, discharges or threatened discharges or pollutants, contaminants, Hazardous Materials or petroleum into the air, surface water, ground water or the ocean, or on or into the land; and (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport and handling of pollutants, contaminants, Hazardous Materials or petroleum.

5

“Facilities” means any real property or leaseholds currently owned or operated by the Company and any buildings, plants or structures currently owned or operated by the Company, including the real property located at Ottergemsesteenweg 799, 9000 Ghent and having the cadastral number H364D3.

“Financial Debt” means all non operational financial indebtedness of the Company for fixed amounts, as usually (but not necessarily exhaustively) shown in the following statutory account codes on the Financial Statements: Codes 291 and 41 on the assets side, and Codes 170/4, 42 and 43 on the liability side.

“Financial Statements” has the meaning set forth in Section 4 of Schedule A.

 “Hazardous Activity” means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in, on, under, about or from the Facilities or any part thereof into the Environment, and any other act, business, operation or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm to persons or property on or off the Facilities.

“Hazardous Materials” means any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.

“Indemnified Party” means a Party entitled to indemnification hereunder.

“Information Technology Assets” has the meaning set forth in Section 26 of Schedule A.

“Intellectual Property” has the meaning set forth in Section 25 of Schedule A.

“Intercompany Financial Debt” means Financial Debt owed by or to the Company to or from the Seller or any other Affiliate of Seller.

“Inventory” has the meaning set forth in Section 12 of Schedule A.

“Key Personnel” (singular “Key Person”) means the current Plant Manager (Steven), the current Sales Engineer (Gustaaf) and the current Accountant (Martine).

“Knowledge” -- an individual will be deemed to have “knowledge” of a particular fact or matter if (i) such individual is actually aware of such fact or matter; or (ii) such individual should have discovered such fact or matter acting in good faith within the scope of his duties as normally conducted.  The Seller will be deemed to have “Knowledge” of a particular fact or matter if any current director, Officer or senior management member (including, but not limited to, the European Controller and the European Environmental Coordinator) of the Seller and/or Rogers BVBA, other than an individual continuing his or her employment with the Company after the Closing, has Knowledge of such matter.

6

“Legal Requirement” means without limitation any and all civil and common law, statute, subordinate legislation, treaty, regulation, directive, decision, by-law, ordinance, circular, code, order, notice, demand, decree, injunction, resolution, judgment or recommendation of any government, quasi-government, statutory, administrative or regulatory body, court or agency in any applicable jurisdiction, but only to the extent that such Legal Requirement is binding upon the Seller or the Company.

“Litigation” means, without limitation, any (i) actions, suits or proceedings by any person, (ii) arbitration or alternative dispute resolution process, or (iii) administrative or other proceeding by or before or any investigation by any governmental or other regulatory body or agency.

“Loss” or “Losses” means any and all monetary losses, liabilities claims, damages, obligations and expenses and other tangible and measurable damages. Losses shall include reasonable costs and expenses (including fees and expenses of legal counsel, and of pre-litigation investigation and defense). Loss shall in no event include consequential damages, and shall only includelost profits to the extent that the following two conditions both apply: (a) that such lost profits are directly caused by an alleged breach of any representation, warranty, covenant or any other obligation made herein; and (b) that the profits lost are those which would have been derived from actual purchase orders received and acknowledged on or prior to the date of breach.

In order to reflect the understanding between Parties, as what they consider as lost profits herein, a few examples are listed below, it being understood that (i) these examples intend solely to illustrate the interpretation of Parties in respect of the notion ‘lost profits’ and (ii) in no way are these examples intended to be exhaustive as to which particular losses should be compensated.

-   If the inventory does not contain the stock available at Closing as disclosed by the Seller to the Buyer or said stock is of obsolete quality than Loss will include (i) the value of the missing or obsolete stock and (ii) lost profits on then placed and acknowledged purchase orders which could not be honored as a result of the stock been missing or obsolete, but not future purchase orders, loss of customer good will, etc.;

-   If a machine breaks down and insurance coverage appears to be insufficient than Loss will include (i) the cost for reparation of the machinery and (ii) the loss of profits related to then placed and acknowledged  orders which cannot be honored by the Company as a result of the breakdown of the said machinery.

 “Management Fees” means any and all fees for non-commercial services to the Company by the Seller or any Related Person of the Seller.

7

“Material Adverse Effect” means any fact, event or occurrence which, individually or when taken together with the consequence of another or a series of related events or circumstances, is or could reasonably be expected to have a negative financial impact to the assets, financial condition, business or results of operations of the Company taken as a whole.

“Non-Competition Agreement” has the meaning set forth in Section 3(a).

“Occupational Safety and Health Law” means any Legal Requirement in force and applicable on or prior to the Closing Date to the Company or to the conduct of or operation of its business or the ownership or use of any of its assets designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards.

“Officer” means, with respect to any Party, a president, vice-president, managing director, treasurer or principal financial officer, comptroller or principal accounting officer, and any individual routinely performing corresponding functions with respect to such Party.

“Production License Agreement” has the meaning set forth in Section 3(f).

“Purchase Price” has the meaning set forth in Section 2(b).

“Related Agreements” has the meaning set forth in Section 3.

“Related Persons” means with respect to any specified person (i) any person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified person, (ii) any person that holds a twenty percent (20%) or more equity ownership interest in such specified person, (iii) each person that serves as a director, Officer, partner, executor or trustee of such specified person (or in a similar capacity), and (iv) any person in which such specified person holds a twenty percent (20%) or more equity ownership interest, and (v) any person with respect to which such specified person serves as a general partner or a trustee (or in a similar capacity).

“Release” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment whether intentionally or unintentionally.

“Rental Agreement” has the meaning set forth in Section 3(b).

“Rogers BVBA means a Belgian public limited liability company with its registered office at Afrikalaan 188, 9000 Ghent and registered with the Crossroads Bank of Enterprises under number 0406.657.553.

“Rogers Suzhou” has the meaning set forth in Section 3(c).

“Sales Agreement” has the meaning set forth in Section 3(d).

8

“Share Pledge Agreement” has the meaning set forth in Section 2(e).

“Shares” has the meaning set forth in Recital A to this Agreement.

“Subsidy” has the meaning set forth in Section 17 of Schedule A.

“Target Contribution” means an amount equal to €3,642,000.00.

“Taxes” means any direct or indirect taxes, social security charges, imposts and other duties which any company is required to pay, withhold or collect, including any income taxes, capital gains taxes, real property taxes, stamp duties, V.A.T., excise taxes, employee withholding taxes, social security and pension contributions, environmental taxes and other governmental charges or duties, and any interest, penalties or other additions to tax.

“Tax Return” has the meaning set forth in Section 19 of Schedule A.

“UCB Litigation” has the meaning set forth in Section 6 f of this Agreement.

b.      Interpretation

Any financial or accounting term or principle used in this Agreement (including, without limitation, Contribution) shall have the meaning ascribed to it by, and/or shall be construed in accordance with, Belgian accounting laws currently in effect, and shall conform to existing accounting and valuation rules which appear on the statutory accounts of the Company filed with the National Bank of Belgium (such laws and rules being referred to collectively herein as “Belgian Accounting Rules”).  When a reference is made in this Agreement to a Section, an Article, an Exhibit or a Schedule, such reference shall be to a Section, an Article, an Exhibit or a Schedule of this Agreement unless otherwise indicated.  All references to an Article, a Section, an Exhibit or a Schedule shall include all subparts thereof.  Any disclosure in the Disclosure Schedule shall be deemed made with respect to each and every representation to which it may have relevance.  The table of contents, the index of defined terms and the headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.  This Agreement has been thoroughly and vigorously examined and negotiated by competent separate counsel for Buyer and Seller, respectively, and therefore no interpretation of this Agreement shall be influenced by any purported control of the drafting of this Agreement or any Related Agreement.  Whenever the word "including" is used in this Agreement, it shall be deemed to mean "including without limitation," "including, but not limited to" or other words of similar import such that the items following the word "including" shall be deemed to be a list by way of illustration only and shall not be deemed to be an exhaustive list of applicable items in the context thereof.

2.      PURCHASE AND SALE OF SHARES

a.      Purchase and Sale of Shares

9

Subject to the terms and conditions of this Agreement, the Seller hereby irrevocably (except as otherwise set forth herein) covenants and agrees to sell and transfer to the Buyer, and the Buyer hereby irrevocably (except as otherwise set forth herein) covenants and agrees to purchase from the Seller, for the Purchase Price (as defined below) all right, title and interest in and to all of the Shares, free and clear of any Encumbrance. As from Closing the Buyer shall be the sole holder of all rights pertaining to the Shares (such as but not limited to voting rights, dividend rights, liquidation rights).

b.      Purchase Price

Subject to adjustment as set forth in Section 2(d) and to the limitations set forth below, in consideration of the Shares and subject to the terms and conditions set forth in this Agreement, the Buyer shall pay to the Seller the amounts described in Section 2(b)(i) – (iv) (collectively, the “Purchase Price”); provided, that, except for interest thereon as described in Section 2(e), the total amount due pursuant to Section 2(b)(ii) – (iv), below, shall not exceed Four Million Five Hundred Thousand Euros (€4,500,000).  The Purchase Price shall be transferred in accordance with wire instructions specified by the Seller in writing and communicated to Buyer at least three (3) Business Days prior to the applicable payment date and shall be made as and when set forth below:

(i)           On the Closing Date, via wire transfer of immediately available funds, the sum of Eight Million Nine Hundred Forty Thousand Euros (€8,940,000.00) (the “Base Purchase Price”), plus One Million Five Hundred Ninety-Six Euros (€1,000,596.00), representing cash and cash equivalents reflected on the balance sheet of the Company as of December 31, 2007, which amount the Seller shall use reasonable efforts to make sure remains on the balance sheet of the Company at the Closing Date. Two (2) Business Days prior to the Closing Date, the Seller will provide the Buyer with a good faith estimate of the cash that will be available at the Closing Date.

(ii)           An amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the Company for the fiscal year ended December 31, 2009, less Target Contribution, which shall be payable to the Seller on or prior to the earlier of (a) thirty (30) days following the date on which the financial results for such fiscal year are available; and (b) April 30, 2010;

(iii)           An amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the Company for the fiscal year ended December 31, 2010, less Target Contribution, which shall be payable to the Seller on or prior to the earlier of (a) thirty (30) days following the date on which the financial results for such fiscal year are available; and (b) April 30, 2011; and

(iv)           An amount equal to the Contribution (as calculated pursuant to Section 2(c)) of the Company for the fiscal year ended December 31, 2011, less Target Contribution, which shall be payable to the Seller on or prior to the earlier of (a) thirty (30) days following the date on which the financial results for such fiscal year are available; and (b) April 30, 2012.

10

In the event that any calculation described in Section 2(b)(ii) – (iv) results, for the fiscal years ended December 31, 2009 and/or 2010, in an amount less than zero, then (a) no amounts shall be due from Buyer to Seller, or from Seller to Buyer, on account of that year; and (b) any such negative amounts will be offset with any positive amounts resulting from such calculation for the fiscal years ended December 31, 2010 and/or 2011. For the avoidance of doubt, the future set-off described in the preceding sentence shall be the Buyer’s sole recourse in the event of any such negative amounts.  No offset or reduction of any portion of the Purchase Price previously accrued to Seller shall be made on account of any such negative amounts, nor shall there be any obligation that the Seller repay any portion of the Purchase Price previously paid by Buyer pursuant to Section 2(b)(i) – (iii) in any applicable fiscal year.

Solely with respect to any payment made by Buyer pursuant to Section 2(b)(iv), Buyer shall provide Seller with a good faith estimate of the amount of any such payment no later than January 10, 2012, so as to allow Seller to properly allocate the Purchase Price on its books.

c.      Determination of Contribution

(i)           For purposes of determining Contribution for any applicable period, the operations of the Company shall be segregated from the other operations of any other entity, including Affiliates of the Buyer or BV Capital.

With respect to payments to be made pursuant to Section 2(b)(ii), above, “Contribution” shall be deemed to include the Contribution of any sales made during the last quarter of fiscal 2008 the circumstances of which indicate that, in the ordinary course of business as conducted prior to the Closing, such sales would normally have been made in fiscal 2009. With respect to payments to be made pursuant to Section 2(b)(iv), above, “Contribution” shall be deemed to include the Contribution of any sales made during the first quarter of fiscal 2012 the circumstances of which indicate that, in the ordinary course of business as conducted prior to the Closing, such sales would normally have been made in fiscal 2011.  The Buyer shall provide to the Seller, upon request, reasonable information regarding sales in the last quarter of fiscal 2008 and the first quarter of fiscal 2012, to enable the Seller to audit same and assess the nature of such sales with respect to the foregoing criteria, and any deviation therein shall be subject to the provisions regarding audit compensation and dispute resolution set forth in clauses (ii) and (iii) below. The legal burden of proof that such sales should be reallocated for purposes hereof shall be upon the Seller.

In addition the Buyer shall provide Seller, not later than 30 January of each fiscal year during the Earnout Period, with a good faith estimate of Contribution for the relevant fiscal year.

(ii)           Not later than each of the payment dates set forth in Sections 2(b)(ii)-(iv) above (whether or not any actual payment is then due), the Buyer shall provide to the Seller with audited financial statements of the Company for the previous fiscal year. Following receipt of such audited financial statements of the Company for any such fiscal year, Seller shall have the option, at its sole expense, to have any such audited financial statements, together with the work papers used in the preparation thereof, reviewed by an auditing firm of its choosing which is not then providing substantial services to the Seller, in order to verify the determination of Contribution and for any other reason pertinent to the calculation of the payments, accruals and/or setoffs to be made pursuant to Section 2(b)(ii) – (iv) for the applicable fiscal year.  In the event that such review shows a deviation of five percent (5%) or more from the Contribution shown on the applicable audited financial statement for any fiscal year, Seller shall notify Buyer of such deviation and of the amount of Seller’s expenses in connection with such audit, in which case, subject to clause 2(c)(iii) below, Buyer shall reimburse Seller for all reasonable audit expenses, as well as any additional Purchase Price payment due, within ten (10) Business Days following receipt of such notice.

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(iii)           If, not later than ten (10) Business Days following receipt by Buyer of the notice described in the last sentence of Section 2(c)(ii), Buyer notifies Seller that it intends to have such results re-audited by an auditing firm selected by the Buyer which is not then providing substantial services to the Buyer (“Buyer’s Special Auditor”), then Buyer’s obligation to reimburse Seller and pay any disputed additional Purchase Price amount shall be suspended pending the results of such audit. If the Buyer’s Special Auditor determines that the deviation described in such notice has been reached in error, and delivers a written statement to that effect to both the Buyer and Seller, then, if Seller still disputes such determination, the payment of any disputed portion of the Purchase Price, as well as reimbursement of the reasonable audit expenses (if the Buyer’s Special Auditor’s determination states that such deviation, if any, is less than five percent), shall remain suspended, pending a final resolution of the matter in accordance with Section 9(f).

d.      Adjustment

A deposit in the amount of Two Hundred Ninety-Two Thousand Eight Hundred Twenty Euros (€292,820.00) has been made by the Company to Openbare Afvalstoffenmaatschappij voor het Vlaamse Gewest (“OVAM”). Promptly following the unconditional release of all or any portion of the deposit by OVAM the released amount will be paid over to the Seller; provided, that (i) the Seller shall be responsible for any additional tests, investigations or recovery measures legally required to be incurred by the Company, and (ii) the Seller will bear any and all costs in connection with obtaining an unconditional release of the deposit. Following the Closing Date, the Seller agrees to provide the Company with reasonable access to Laurent Verschuere, the current Environmental Coordinator of Rogers BVBA, or his successor, to provide such assistance as Buyer reasonably may request in connection with the handling of any outstanding obligations of the Company to OVAM through the date of such unconditional release. Buyer understands that M. Verschuere, and any successor, is and shall be fully engaged in the ongoing business activities of Rogers BVBA, and will therefore not be available to Buyer on demand or for extended periods of time.  Buyer agrees to direct all requests for such assistance to M. Dirk Maeyens (or, in his absence, a person designated by M. Luc Van Eenaeme).  Buyer and Rogers BVBA shall agree to use commercially reasonable efforts to reduce the disruption to the activities of Rogers BVBA and Buyer in connection with the provision of such assistance by M. Verschuere or his successor pursuant to this Section 2(d).

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e.      Interest

Interest will accrue on any and all amounts due from Buyer to the Seller pursuant to Section 2(b)(ii) – (iv) and not in dispute at the rate of 4% per annum, for the period from the Closing Date to the date of such payment. Interest will accrue on amounts subject to an actual dispute pursuant to Section 2(c) from the date of challenge by either Party, and will become due and payable on such amounts as of the date of a final resolution, in accordance with the terms and conditions of this Agreement, of such dispute.

f.      Security and Subordination

All amounts payable by Buyer to Seller pursuant to this Agreement shall be secured by a lien on the Shares, as evidenced by the Share Pledge Agreement; provided, that such lien shall be subordinated only to the bank loans incurred directly by Buyer to finance the purchase of the Shares at the Closing.

g.   Sale of the Company During the Earnout Period

No sale of all or substantially all the Company’s operating assets, other than in the ordinary course of business consistent with past practice, and no sale, exchange, merger or other disposition of all of the Company’s stock (collectively, a “Company Sale”), shall be permitted prior to January 1, 2010, without the express prior written consent of the Seller, which may be withheld, delayed or conditioned at Seller’s sole discretion. No (i) sale of less than all of the Company’s operating assets, other than in the ordinary course of business consistent with past practice, (ii) sale, exchange or other disposition of less than all of the Company’s stock, or (iii) Company Sale other than to a third party that is not an Affiliate of Buyer, shall be permitted following the Closing Date and prior to December 31, 2011 (the “Earnout Period”) without the express prior written consent of the Seller, which may be withheld, delayed or conditioned at Seller’s sole discretion.  No Company Sale shall be permitted during the Earnout Period if any other stock, or any assets or consideration related to a different business than the Company, are being conveyed to the same or an affiliated purchaser or acquiror in connection therewith.

In the event of a Company Sale during the Earnout Period and on or after January 1, 2010, then: (a) if the purchase price thereof (whether guaranteed or contingent) equals or exceeds the sum of Thirteen Million Four Hundred Forty Thousand Euros (€13,440,00.00), then the entire unpaid portion of the Purchase Price shall be paid to Seller within 24 hours of receipt by the Buyer, as if Seller had completely met the conditions of Sections 2(b)(ii)-(iv) hereof; and (b) if the purchase price therefor (whenever or however payable) exceeds the Base Purchase Price but is less than the sum of Thirteen Million Four Hundred Forty Thousand Euros (€13,440,00.00), then fifty percent (50%) of that portion of the purchase price paid by such third party (whether guaranteed or contingent) which exceeds the amount of the portion of the Base Purchase Price then accrued to the Seller, together with all payments received by Seller pursuant to Section 2(b)(ii) – (iv), shall be paid to the Seller within 24 hours of receipt by the Buyer. Any payments pursuant to (a) or (b) above shall include any applicable interest provided for herein, as well as either (i) the adjustment referred to under Section 2(d), whether or not that adjustment actually has become due in accordance with the terms and conditions set out in Section 2(d); or (ii) an undertaking by the purchaser in the Company Sale to pay such adjustment directly to the Seller when and if it becomes due in accordance with the terms and conditions set out in Section 2(d), with such undertaking indemnified by Buyer. In no event shall Buyer’s payments hereunder, together with amounts already accrued and/or paid to Seller under this Agreement, exceed the sum of Thirteen Million Four Hundred Forty Thousand Euros (€13,440,00.00) plus any adjustments and interest as provided in and pursuant to the terms and conditions of clauses (d) and (e) above.

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h.      Additional Payment

The Buyer agrees to pay to Seller, on the Closing Date, the additional amount of Seven Hundred Fifty Thousand Euros (€750,000.00) (being the amount Rogers BVBA owed to the Company as of 31 December 2007 and which is reflected on the balance sheet of the Company as of that date) subject to the settlement, at the Closing Date, of all Intercompany Financial Debt.  Such amount shall not be deemed an addition to or a component of the Purchase Price for purposes hereof.

3.      RELATED AGREEMENTS

In connection with the sale and purchase of the Shares contemplated by this Agreement, the Parties at the Closing shall each execute and deliver, as applicable, the following agreements (collectively, together with any other binding legal agreements, instruments and certificates delivered to a Party hereto in connection herewith, the “Related Agreements”):

a.           A Non-Competition Agreement by and between the Seller and the Buyer in substantially the form attached hereto as Exhibit A (the “Non-Competition Agreement”).

b.           A Building Lease Agreement substantially in the form attached hereto as Exhibit B for lease to Rogers BVBA of the Company’s transit and resale warehouse for up to six (6) months following the Closing, with an option in favor of Rogers BVBA to extend such term for up to an additional twelve (12) months thereafter, upon current terms and conditions (the “Rental Agreement”);

c.           A Distribution Agreement in substantially the form attached hereto as Exhibit C among the Company, Rogers Technologies (Suzhou) Co. Ltd., a company incorporated under the laws of China (“Rogers Suzhou”), Rogers Technologies (Singapore) Inc., a company incorporated under the laws of Singapore (“Rogers Singapore”) and Rogers Southeast Asia, Inc., a company incorporated under the laws of Hong Kong (“Rogers Hong Kong”)for the distribution of the Company’s products by Rogers Suzhou and the remaining distributor parties for a period of six (6) months following the Closing (the “Distribution Agreement”).

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d.           A Sales Agreement in substantially the form attached hereto as Exhibit D between the Company and the Seller for the supply of bus bar insulation (the “Sales Agreement”).

e.           A Second Ranking Share Pledge Agreement in substantially the form attached hereto as Exhibit E, evidencing the lien on the Shares described in Section 2(f) (the “Share Pledge Agreement”).

f.           A Production License Agreement between the Company and the Seller in substantially the form attached hereto as Exhibit F, permitting Seller and/or its Affiliates to manufacture, solely for Seller’s and its Affiliates’ own use and not for resale (except as incorporated in other Seller products sold to third parties), laminates used in insulation of busbars manufactured by Seller and/or its Affiliates (the “Production License Agreement”).

g.           Certificates of each Party’s respective Officers, attesting to their respective organizational documents, to the incumbency of the Officers signing this Agreement on their behalf, and to the resolutions of their respective Boards of Directors approving the transactions contemplated by this Agreement.

h.           Duly executed resignations, effective as of the Closing Date, of the following persons: M. Luc Van Eenaeme, as a director and as the managing director (administrateur délégué/gedelegeerd bestuurder) of the Company, and of Messrs. Robert D. Wachob and Dennis M. Loughran as directors of the Company.

i.           A Mutual Non-Disclosure Agreement among the Buyer, the Company and the Seller in substantially the form attached hereto as Exhibit G.

4.      REPRESENTATIONS AND WARRANTIES OF THE SELLER

a.           The representations and warranties are made as of the date hereof and as of the Closing Date or, as the case may be, any such earlier or later date as of which they are expressly made.

b.           Subject to the provisions of Section 8(b)(v), the Seller expressly acknowledges that the Buyer is entering into the Agreement in reliance upon the representations and warranties as well as upon the other covenants, undertakings, commitments and obligations of the Seller hereunder, all of which constitute essential elements for the Buyer’s agreement to the purchase of the Shares. The Seller expressly agrees that no investigation by the Buyer and no information furnished by the Seller or any third party shall limit the scope of the representations and warranties or of any other covenants, undertakings, commitments and obligations of the Seller unless disclosed in the Disclosure Schedule. For the sake of clarity and the avoidance of any doubt, nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to representations and warranties or of any other covenants, undertakings, commitments and obligations of the Seller, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail or refers, together with reasonable explanation as necessary, to a particular document.

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c.           For the avoidance of any doubt, save as otherwise provided in particular in the relevant representation or warranty, the representations and warranties are made in respect of events, matters or circumstances:

- which occurred or arose on or before the Closing Date; or

- which shall occur or arise after the Closing Date, provided that in that case the cause or origin (“de oorzaak of de oorsprong”/ “la cause ou l’origine”) of such events, matters or circumstances dates back to or before the Closing Date.

5.REPRESENTATIONS AND WARRANTIES OF THE BUYER; INDEMNIFICATION; GUARANTEE OF BV CAPITAL

The Buyer hereby makes the representations and warranties to the Seller set forth in Schedule B hereto.

The Buyer agrees, from and after Closing Date, to indemnify and hold the Seller and its agents, partners and Related Persons (collectively, the "Seller Indemnified Parties") harmless from and against any Losses incurred by a Seller Indemnified Party directly or indirectly resulting from (x) any inaccuracy in, or breach of, a representation or warranty  contained in this Agreement, or (y) any failure by the Buyer to perform or comply with any applicable covenant contained herein, including without limitation the various payment obligations of Buyer pursuant to Section 2 hereof.

Without limiting the foregoing, BV Capital agrees, from and during the Earnout Period and until the payment of all amounts accrued to Seller pursuant to Section 2(b)(ii) - (iv) in full, to guarantee the payment obligations of the Buyer pursuant to Section 2(b) (ii)-(iv), including interest accrued thereon pursuant to Section 2(e), subject to the following:

-           Each time any payment is made pursuant to Section 2(b)(ii) - (iv) by Buyer and/or BV Capital or is deemed to have been made in accordance with the terms hereof (see Section 6(h)), the liability of BV Capital shall be automatically and irreversibly decreased by such amount paid or deemed to be paid.

-           The payment obligation of BV Capital hereunder shall only arise at the earliest to occur of the following events:  (a) the Buyer and Seller have reached agreement on the amount of any payment due pursuant to Section 2(b)(ii) - (iv), and (b) if such amounts are disputed between the Buyer and the Seller, the entire procedure of Section 2(c) has been completed.

-           Although BV Capital expressly waives the benefit of article 2021 of the Belgian Civil Code, BV Capital shall not be jointly liable for the payment of amounts accrued to Seller pursuant to Section 2(b)(ii) - (iv), but only to the extent that the payment obligation of BV Capital shall be subject to (and only to) (a) the Seller having provided notice to BV Capital, with a copy to the Buyer, confirming its intention to enforce its guarantee hereunder, which notice shall include (i) a copy of the document demonstrating the agreement which the Buyer and Seller have reached on the amount of any payment due pursuant to Section 2(b)(ii) - (iv), or (ii) if such amounts were disputed between the Buyer and the Seller, proof that the entire procedure of Section 2(c) has been completed, and (b) Buyer’s failure to pay the amounts accrued to Seller pursuant to Section 2(b)(ii) - (iv) within sixty (60) days following delivery of such notice. During such sixty day period, BV Capital shall have the right to negotiate with its financing bank for additional financing or a temporary change in the existing payment schedule.  BV Capital expressly agrees to be subject to Section 9(f) in connection with Seller’s enforcement of its guarantee set forth herein.

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6.      COVENANTS

a.      Debt

(i)           Any Financial Debt of the Company shall be satisfied in full as of the Closing Date.

(ii)           Subject to Section 6(c), Intercompany Financial Debt incurred or accrued from January 1, 2008 through the Closing Date shall be satisfied in full, such that a zero balance therefor remains on the balance sheet of the Company as of the Closing Date.

b.      Confidentiality

The Parties and BV Capital undertake to keep in strict confidence all terms and conditions of this Agreement and the transactions contemplated hereby and not to use or disclose any confidential information relating to any of them and (in the case of the Seller) the Company, unless made (i) in the reasonable belief that it is required pursuant to a Legal Requirement, or (ii) to a Party’s or BV Capital’s attorneys, accountants, advisors and other professionals and agents, each of whom shall be required to treat such confidential information in at least the same manner as set forth herein. Each of the Parties and BV Capital shall use their best efforts to prevent any such use or disclosure by any third party.

Neither any Party nor BV Capital shall issue or make, or allow to be issued or made, any press release or public announcement concerning the transactions contemplated by this Agreement without the prior written consent of the remaining Parties and/or BV Capital, as applicable (provided, however, that no such Party’s consent shall be unreasonably withheld, delayed or conditioned), except pursuant to any Legal Requirement, but in any event only after giving the remaining Parties and/or BV Capital, as applicable, a reasonable opportunity to comment on such release or announcement in advance.  The Parties and BV Capital acknowledge that Seller, as a publicly traded company, may have certain Legal Requirements in the nature of public securities filings with very short filing deadlines, and therefore shall have discretion to file same if necessary even prior to receipt of approval from the Buyer, and that Seller, in any event, must have the final decision as to the content and wording of such filings.

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In addition to the restrictions set forth above, the terms and conditions set forth in that certain Non-Disclosure Agreement dated April 9, 2008, by and between Seller and BV Capital with respect to the Company shall remain in full force and effect (including, without limitation, the terms and conditions therein regarding contact by BV Capital with employees, suppliers, customers, distributors and sales representatives of the Company), and shall be deemed to apply to the Buyer as well as to BV Capital; provided, however, that in the event the terms and conditions of this Agreement conflict with those set forth in such Confidentiality Agreement, this Agreement shall prevail.

c.      Sale of Rogers Suzhou Inventory; Intercompany Trade Debt Generally

Promptly after the expiration of the term of the Distribution Agreement, the Seller will cause Rogers Suzhou to sell to the Company all goods produced by the Company and which were sold to and are then still held by Rogers Suzhou on such date, and the Buyer shall cause the Company to purchase such goods from Rogers Suzhou. The price to be paid by the Company for such goods will be the price that Rogers Suzhou paid to the Company, exclusive of any third party shipping or insurance costs therefor and/or any duties thereon, for the acquisition of such goods.

Rogers Suzhou will satisfy any intercompany trade debt owed by it to the Company within seventy-five (75) days of receipt of invoices therefor during the term of the Distribution Agreement. Within 75 days of the date of termination of the Distribution Agreement in accordance with its terms, the Seller will cause Rogers Suzhou to satisfy in full all outstanding trade debt with the Company.

In addition, prior to the Closing Date, any intercompany trade debt (excluding Financial Debt) between the Company, on one hand, and Seller or any Affiliate of Seller other than Rogers Suzhou, on the other hand, will be satisfied in full, as and to the extent that import declaration forms, as approved by applicable customs officials, are available therefor.  To the extent such import declaration forms are unavailable as of the Closing Date, Seller or such Affiliate shall pay the invoices relating thereto to the Company promptly following approval thereof by such officials.

Seller will make the following payments to Buyer, based upon sales of Products (as such term is defined in the Distribution Agreement) sold by the Company to Rogers Suzhou, Rogers Singapore and Rogers Hong Kong pursuant to the Distribution Agreement, as follows (the Parties have agreed to deem the payments below as an adjustment to the Purchase Price):

- Not later than January 31, 2009, Seller shall pay over to Buyer an amount equal to ten percent (10%) of the retail price paid for all Products sold by the Company to Rogers Suzhou, Rogers Singapore and/or Rogers Hong Kong pursuant to the Distribution Agreement during the period beginning on the Closing Date and ending December 31, 2008; provided, that Buyer shall send Seller a good faith estimate of such amount nolater than January 10, 2009.

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- Promptly following the expiration of the term, or earlier termination, of the Distribution Agreement, Seller shall pay over to Buyer an amount equal to ten percent (10%) of the retail price for all Products sold by the Company to Rogers Suzhou, Rogers Singapore and/or Rogers Hong Kong pursuant to the Distribution Agreement during the period beginning on January 1, 2009 and ending on the date of such expiration or termination; provided, that this payment shall only be made following receipt by Seller of the payment due from the Company pursuant to the first paragraph of this Section 6(c).

Any amounts paid by the Seller to the Buyer, related to the paragraph above, shall constitute a reduction of the Purchase Price.

d.      Pre-Closing Due Diligence Procedures

Buyer shall be allowed full access during normal business hours, with reasonable prior notice and in the presence of authorized representatives of the Seller, beginning not more than three (3) Business Days prior to the Closing Date, to conduct (i) interviews with Key Personnel, and (ii) an on-site inspection of the Company; provided, that such access shall not unreasonably interfere with the business or operations of the Company. The Buyer’s lenders may accompany Buyer in such on-site inspection.  Buyer in no event shall make any attempt to contact or communicate with any Company employees (including, without limitation, any Key Personnel), whether orally or in writing, in person or remotely, except in accordance with the above procedures and in the presence of a  representative of Seller.

e.      Post-Closing Obligations of the Buyer

Immediately following the Closing, the Buyer will hold an extraordinary meeting of the shareholders of the Company for the purpose of acknowledging the resignations of Messrs. Luc Van Eenaeme, Robert D. Wachob and Dennis M. Loughran as directors of the Company and to grant an unconditional release from liability to such resigning directors for actions taken by them in such capacity up to the Closing Date, it being understood that the Buyer shall have such releases approved and ratified at the annual meeting of the shareholders of the Company held in 2009.

Following the Closing Date, the Buyer agrees that it shall not declare, pay or set aside any dividends on the Shares or shares of any other class or series of capital stock of the Company prior to December 31, 2008.

f.      Rights against UCB S.A.

The Company has initiated actions to claim damages against UCB SA (the former owner of the Company) for failure to adequately disclose the environmental concerns involving the Company’s real property (the “UCB Litigation”).

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The Seller undertakes to indemnify and hold harmless the Company and/or the Buyer for any and all Losses incurred by the Company and/or the Buyer directly in connection with the UCB Litigation (including, but not limited to any such Loss as a result of a counterclaim by UCB SA, reasonable legal fees and the cost of management time); provided, that the UCB Litigation shall be conducted in accordance with the relevant terms and conditions of Section 8; and provided, further that Seller shall, at any time in its sole discretion, have the option to settle the UCB Litigation.

Promptly following the receipt of amounts paid or reimbursed to the Company as a result of the UCB Litigation, the Buyer shall pay over to the Seller the amounts received, less (i) the Loss incurred by the Company and/or the Buyer in connection with the UCB Litigation and not paid by the Seller to the Company or the Buyer in accordance with the previous paragraph, and (ii) the net Taxes due by the Company on these amounts, following application of allowed deductions.

Any net amounts paid by the Buyer pursuant to this Section 6(f) shall constitute a supplement to the Purchase Price.

g.      Transitional undertakings

- Use of Sellers name

Solely to the extent expressly set forth below, after the Closing Date the Buyer and the Company are allowed to use the name “Rogers”:

(i)           For internal use only, the Buyer may use the name “Rogers” in any communication within the Company (including among its employees) or between the Company and the Buyer or its Affiliates or in any existing application with the sole purpose to be circulated and used only within the Company or between the Company and the Buyer or its Affiliates.

(ii)  For external use, the Buyer may use the name “Rogers” in any communication towards any third party or on any existing application (including but limited to existing stocks of packaging, signage, sales and other promotional literature) to be provided to third parties, during a term of three (3) months from of the Closing Date; provided, that Buyer shall use its best efforts to destroy all such stocks during such period.  Following which ninety (90) day period, any remaining quantities of such materials shall be destroyed.  Notwithstanding the foregoing, Buyer agrees to cause the Company to change its name from “Rogers Induflex NV” to “Induflex NV” not later than ten (10) Business Days after the Closing Date.

- Information Technology Assets

The Information Technology Assets of the Company are shared with Rogers BVBA. The Seller warrants that the current Information Technology Assets (including, for the avoidance of doubt, internet access for employees, email addresses and email access for employees, ASW/IBS system and website) will remain fully operational after Closing Date.

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For a period of three (3) months from the Closing Date, Seller shall cause Rogers BVBA, at its own expense, to fully cooperate with the Company in connection with (i) the transfer and set-up of dedicated servers (including email server) and network connections, (ii) the transfer of any software in which the Company has rights, (iii) the transfer of any Information Technology Assets used by employees who, prior to the Closing, did not work at the Facilities but who will be transferred in connection with the Closing and (iv) the transfer of any data pertaining exclusively to the Company (including historic data). Upon Closing, Seller shall transfer to Buyer all website related content and shall transfer ownership of all related domain names. Buyer shall use reasonable efforts to ensure that the Information Technology Assets run on a stand-alone basis not later than the expiration of such ninety (90) day period, following which date Seller shall make Rogers BVBA or such other relevant Affiliate available, on an as-needed basis, to respond to Buyer’s reasonable requests for assistance in connection with the Information Technology Assets.  Buyer shall at all times be responsible for the placement of the Information Technology Assets in the proper locations (e.g., with proper ventilation, temperature control, etc.).  Seller and Buyer will use commercially reasonable efforts to ensure that provision of the services described herein, whether provided during or following the expiration of the 90 day period set forth above, results in a minimum of disruption to the activities of each of Rogers BVBA and Buyer.

- UK Sales Engineer (Carl)

As of the Closing Date, the Seller shall provide the Company’s current UK Sales Engineer with six months’ notice of termination.  During such six month period, (a) Seller shall cause the UK Sales Engineer to provide services to the Buyer, and (b) Buyer agrees to use its best efforts to enter into a new employment contract or other arrangement with the UK Sales Engineer.  The Seller will invoice the Buyer for related costs during the six month period described in the preceding sentence.

- Insurance Policies

Seller has worked with its current insurance broker in order to obtain stand-alone coverage for Buyer as of the Closing upon substantially similar terms and conditions as those policies of the Company in effect immediately prior to the Closing Date. The Buyer acknowledges that the policies referred to in the preceding sentence will be at a higher cost for the Company of maximum €25,000.

h.      Couvreur Case

The Company is the defendant in an action brought by Paul Couvreur, a former employee.  From and after the Closing Date, Seller hereby undertakes to conduct, either itself or through an Affiliate and at its or such Affiliate’s sole expense, the defense of such claim and shall pay any and all costs associated therewith (including, without limitation, attorneys’ fees).

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In the event that the Company, as named defendant, incurs Losses resulting from a verdict in favor of M. Couvreur, Buyer shall be entitled to offset such Losses against any positive amounts resulting from the calculations in Section 2(b)(ii) – (iv), it being understood that in case the claim by Paul Couvreur results in Losses incurred by the Company after any positive amounts resulting from calculations in Section 2(b)(ii) – (iv) have become due and paid to the Seller (and thus offset is no longer possible), the Seller undertakes to reimburse the Buyer for the amount of such Losses; provided that such reimbursement can never exceed the total amount of amounts paid by the Buyer to the Seller pursuant to Section 2(b)(ii) – (iv).

i.      Further Assurances

The Parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things (including, for example, reasonable access to and consultation with principals of Seller located in Belgium), all as any other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the consummation of the transactions contemplated hereby.

7.      CLOSING

a.      Closing

The purchase and sale of the Shares (the “Closing”) shall be held at the offices of Rogers BVBA, remotely via the exchange (by tangible or electronic means) of documents and signatures, or at such other time and place as agreed to among the Parties.  At the Closing, the Parties shall cause the transfer of the Shares to be recorded in the share register of the Company, and such recordation shall be signed by or on behalf of the Parties.

8.      INDEMNIFICATION

a.      Survival

The Parties’ representations and warranties in this Agreement, or in any Related Agreement or other instrument delivered pursuant to this Agreement, shall survive the Closing and continue until 5:00 p.m., Central European time, on the date which is twenty-four (24) months after the Closing Date; provided, however, that: (i) any claim for violation of the representations and warranties set forth in Section 19 of Schedule A hereto shall survive for a period of sixty (60) days from the date of expiration of the statute of limitations applicable to any claim or right of action related thereto; (ii) any claim for violation of the representations and warranties set forth in Section 3 of Schedule A hereto shall survive for a period of thirty (30) years from the Closing Date; and (iii) any claim for violation of the representations and warranties set forth in Section 21 of Schedule A hereto shall survive for a period of seven years and six months from the Closing Date. For avoidance of doubt, the covenants and agreements contained in this Agreement and the Related Agreements to be performed at Closing or during the period following Closing shall survive until fully performed in accordance with their terms.

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b.      Indemnification - - Limitations – Procedure – Third Party Claims

(i)           Indemnification

The Seller agrees, from and after the date hereof, for any claim for indemnity asserted during the applicable period(s) specified in Section 8(a) above, to indemnify and hold harmless Buyer, and its agents, partners and Related Persons (including the Company) and their respective successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any Losses incurred by a Buyer Indemnified Party, directly or indirectly, resulting from (x) any inaccuracy in, or breach of, a representation or warranty of Seller contained in this Agreement or in any Related Agreement delivered by Seller in connection with the transactions set forth herein, or (y) any failure by Seller to perform or comply with any applicable covenant contained herein or in any Related Agreement.

(ii)           Limitations

The liability of Seller to provide indemnification pursuant to Section 8(b)(i) shall be limited as follows:

-   Seller shall not be liable with respect to any matter referred to in this Section 8 unless and until the aggregate Losses thereunder exceed One Hundred Thousand Euros (€100,000.00) (the "Seller’s Basket"), in which event a Buyer Indemnified Party will be entitled to make a claim against the Seller only to the extent that the aggregate amount of such Losses exceed the amount of the Seller’s Basket;

-   the Seller’s aggregate liability under this Section 8 shall not exceed Three Million Euros (€3,000,000.00) (the "Seller’s Cap") except in the case of a breach of the Seller’ representations and warranties set out in Section 3  of Schedule A.

(iii)          Procedure

-   Within a reasonable time after obtaining knowledge thereof, the Buyer shall notify the Seller of the existence of any claim, demand, loss, damage, liability, cause of action or other matter involving liability or potential liability to which the Sellers’ indemnification or compensation obligations under this Agreement would or might apply (hereinafter a ‘Claim’).  Such notice shall specify the facts giving rise to the Claim and the alleged basis therefore, and the amount (to the extent then determinable) of liability for which indemnity is asserted.

-   The Seller shall give a notice to the Buyer objecting to the Claim within sixty (60) Business Days following notification of such Claim. Such notice shall contain a statement of the basis of the objections of the Seller.

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-   If the Seller fails to notify the Buyer that it objects to such Claim within the period of time provided under this Section, the amount of such Claim shall be conclusively deemed a liability of the Seller.

-   In case the Seller notifies its objection to the Claim to the Buyer, Parties agree to first negotiate in good faith an acceptable resolution to the Claim for a period of two (2) months after the notification of the objection.

-   In the event that no common agreement has been reached between the Parties on the validity of the Claim or on the amount of the indemnity to be awarded to the Buyer, each of the Parties is entitled to submit the matter to arbitration in accordance with Section 9 (f) of this Agreement.

(iv)           Third Party Claims

If the events, matters or circumstances that may give rise to a Claim against the Seller occur or arise as a result of or in connection with a claim by or a liability to a third party (a “Third Party Claim”), then:

-   the Buyer shall, or shall cause the Company to, provide the Seller with copies of all documents and correspondence from that third party within twenty (20) Business Days of receipt of same, together with all other correspondence and documents relating to the Third Party Claim as the Seller may reasonably request, subject to the Seller agreeing to keep all such information and documents confidential and to use them only for the purpose of dealing with the Third Party Claim;

-   the Seller shall promptly, and not later than 20 Business Days after being notified of the Third Party Claim, notify the Buyer:

o   whether it disputes the Buyer or the Company’s right to indemnification from the Seller with respect to such Third Party Claim; and

o   in the event that it does not dispute such right of indemnification, whether or not it desires to defend the Buyer or the Company against such Third Party Claim.

Notwithstanding any notice periods above, the Buyer is allowed to take any reasonable provisional measures, to the extent necessary, subject to informing the Seller thereof within a reasonable time.

If the Seller notifies the Buyer that it does not dispute the Buyer or the Company’s right of indemnification and desires to defend the Buyer or the Company against such Third Party Claim, the Seller shall have the right to assume and control the defense of such Third Party Claim by appropriate proceedings with counsel reasonably acceptable to the Buyer at the Seller’ sole cost and expense. Buyer’s approval of counsel proposed by Seller shall not be unreasonably withheld, delayed or conditioned.

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The Seller undertakes to use all reasonable endeavors in the defense of this Third Party Claim as would be expected of a professional, taking into account the commercial interests of the Company and the Buyer.

If the Seller,

-   disputes the Buyer’s or the Company’s right of indemnification with respect to a Third Party Claim; or

-   does not dispute such right of indemnification but prefers not to assume the defense of such Third Party Claim; or

-   does not react within twenty (20) Business Days to the Buyer’s notification, and within ten (10) Business Days after a second notice by Buyer, after expiration of said initial period, asserting Buyer’s intention to assume control of the legal defense of the Third Party Claim if Seller does not respond;

then the Buyer or the Company shall assume and control the defence of such Third Party Claim.

The Party responsible for the defense of any Third Party Claim (the “Responsible Party”) shall, to the extent reasonably requested by the other Party, keep informed and, when appropriate consult with the other Party, on the status of any Third Party Claim for which such Party is not the Responsible Party, including, without limitation, all proposed settlement negotiations.

The Responsible Party shall bear the costs and expenses related to the defence of the Third Party Claim without prejudice to the Buyer’s right to indemnification for a Buyer Loss.

Neither Party shall enter into any settlement of any Third Party Claim without the written prior consent of the other Party, which consent shall not be unreasonable withheld or delayed. The Responsible Party shall promptly notify the other Party of each settlement offer (including whether the Responsible Party is willing or not to accept the proposed settlement offer) with respect to a Third Party Claim. Such other Party agrees to notify the Responsible Party in due course whether or not such Party is willing to accept the proposed settlement offer. If the Buyer or the Company does not consent to any settlement offer of a Third Party Claim (whether or not the Buyer is the Responsible Party), the Buyer or the Company may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Seller with respect to such Third Party Claim shall not exceed the full amount of such settlement offer. If the Seller do not consent to any settlement offer of a Third Party Claim (whether or not the Seller are the Responsible Party with respect to such Third Party Claim), the Seller may continue to contest or defend such Third Party Claim and, in such event, the Seller shall be liable to the Buyer for the full amount of the damages sustained by the Buyer or the Company as a result of such Third Party Claim.

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 (v)           After the Closing Date, the right of indemnification under this Section 8 shall be the sole and exclusive remedy available to any Indemnified Party for any claim or cause of action arising under this Agreement or arising out of the Related Agreements in connection with any breach of any representation, warranty, covenant or provision of this Agreement, the Related Agreements or otherwise; provided, however, that this exclusive remedy does not preclude a Party from bringing an action for specific performance or other equitable remedy to require a Party to perform its obligations under this Agreement or any Related Agreement.  Each Indemnified Party expressly waives any rights it may have to make a claim against the other pursuant to any constitutional, statutory, or common law authorities, or by any other means than that expressly provided in this Section 8.

c.      Other Limitations

The amount of any Losses subject to indemnification hereunder shall be reduced by any tax savings available to the Company and/or the Buyer as a result thereof, and by any insurance benefits available as a result thereof, to the extent effectively recovered. Each Indemnified Party undertakes to take commercially reasonable measures to mitigate any Loss that is subject to indemnification by a Party receiving a claim for indemnification hereunder, including by taking full advantage of any potentially available tax benefits, insurance recoveries or otherwise.  Seller shall not be liable with respect to Losses arising as the result of any change in legislation, regulation or administrative practice or interpretation thereof, announced or coming into effect after the Closing Date, or as the result of any action or omission by the Buyer or its Affiliates, agents or representatives.  Any indemnification by Seller under this Agreement shall be reduced by (or repaid to the extent of) the relevant portion of the amount of any specific recovery that a Buyer Indemnified Party actually receives from any third party. A Buyer Indemnified Party shall make all reasonable efforts to recover any Losses in whole or in part from any third person prior to and after making any claim against Seller.

d.      Collection of Delinquent Accounts Receivable

To the extent that, as a result of a claim by the Buyer pursuant to Section 11 of Schedule A hereto, the Seller reimburses the Buyer for a particular delinquent account receivable conveyed to the Buyer at the Closing, or incurs a diminution of Seller’s Basket on account thereof, then the Seller shall be entitled to collect such delinquent account receivable for its own account and retain any proceeds thereof.  Such reimbursement and retention shall not be reduced by, nor shall reduce, the Seller’s Basket or the Seller’s Cap.

9.      GENERAL PROVISIONS

a.      Notices

All notices, consents, claims (for Losses or otherwise), waivers, and other communications under this Agreement must be in writing (in the English language) and will be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by telecopier or electronic mail (with confirmation of receipt in a manner permitted herein), or (iii) when received by the addressee, if sent by courier or other delivery service, in each case to the appropriate address and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a Party may designate by notice to the other Parties):

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If to Seller:	Rogers Corporation
	One Technology Drive
	Rogers, CT 06263
	Facsimile No: +1-860-779-5585
	Attn.: Corporate Secretary
	Email: bob.soffer@rogerscorporation.com
with a mandatory copy to:	Burns & Levinson LLP
	125 Summer Street
	Boston, MA 02110-1624
	Facsimile No: +1-617-345-3299
	Attn.: Samuel M. Shafner, Esq.
	Email: sshafner@burnslev.com
If to Buyer:	Induflex Holding NV
	Frankrijklei 78
	2000 Antwerpen, Belgium
	Facsimile No: +32 – 3 232 16 20
	Attn.: Hans Vanoorbeek
	Hansv@bvpe.com
with a mandatory copy to:	Altius
	Havenlaan 86C
	B-1000 Brussels
	Facsimile No: +32- 2 426 20 30
	Attn.: Jan Stoop
	Jan.stoop@altius.com

b.      Entire Agreement and Modification

Except as expressly set forth herein, this Agreement supersedes all prior agreements between the Parties and/or BV Capital with respect to its subject matter (including, without limitation, any business plan, forecasts, projections or similar information provided by Seller or Rogers BVBA in connection herewith), and constitutes, along with the Related Agreements, a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended or waived except by a written agreement by and among the Parties..

c.      Sole Liability

[INTENTIONALLY OMITTED.]

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d.      Successors and Assigns

No Party may assign any of its rights under this Agreement without the prior consent of the remaining Parties; provided, that that Buyer may collaterally assign their rights or interests under this Agreement to their financing sources without the consent of Seller.  Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties.  This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and permitted assigns.

e.      Severability

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction or alternative dispute resolution body, the other provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.  To the extent possible, the invalid or unenforceable provision will be replaced by a valid or enforceable provision reflecting the intent of the Parties.

f.      Governing Law; Arbitration

This Agreement will be governed by the laws of Belgium. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach or invalidity thereof, will be settled exclusively by arbitration in accordance with the rules established by the Centre Belge d’Arbitrage et de Médiation (CEPANI). Unless the Parties otherwise agree in writing, the number of arbitrators will be three (3), with the Buyer appointing one such arbitrator, the Seller appointing the second such arbitrator, and the arbitrators so appointed designating the third arbitrator.  The arbitration will be held in Brussels or in Ghent, at the option of the respondent Party, and in the English language. The decision of the arbitrators will be final and binding on the Parties.

The costs of the arbitration center, including compensation for the arbitrators and the forum location, as well as all costs and expenses incurred by counsel for all Parties to such arbitration, will be borne solely by the losing Party (as designated by the arbitrators in their award; who alternatively may allocate such costs and expenses between the Parties if the arbitrators are unable to reasonably determine an overall losing Party); provided, that, until the award is rendered such center costs will be advanced equally between the Buyer, on the one hand, and the Seller on the other hand, as and when required by the rules and procedures of the center.

g.      English Language

The Parties agree that this Agreement, all Related Agreements (except the Rental Agreement) and any additional documents proposing to govern the transactions contemplated herein, shall be written in the English language, unless otherwise required by applicable law. The Parties acknowledge and agree, however, that certain documents and other items provided to the Buyer or counsel for and consultants to Buyer in connection with its due diligence may not be in the English language.  In the event that the Agreement or any of the Related Agreements must be translated into another language for filing or other purposes, and such translation deviates from the English version, the English version shall control.

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h.      Expenses

All fees and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated by this Agreement (including, without limitation, costs of counsel for each Party and for consultants to BV Capital in connection with its due diligence, and otherwise in connection with the negotiation and delivery of this Agreement) shall be paid by the Party incurring such fees or expenses, whether or not so consummated.

i.      Finder’s Fee

Except for certain amounts owed by Seller to Covington Associates LLC, each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.  Seller agrees to indemnify and to hold harmless the Buyer from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which Seller or any of its Officers, directors, employees or representatives is responsible.  The Buyer agrees to indemnify and hold harmless Seller from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Buyer or any of its Officers, employees, directors, partners or representatives is responsible.

j.      Counterparts

This Agreement may be executed in one or more counterparts, each of which shall constitute an original and both of which together shall be deemed a single instrument. This Agreement shall be deemed effective upon the receipt by each Party of an executed signature page hereto signed by the other, which may be transmitted by facsimile or electronic means.

[Signatures Appear on the Following Page]

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IN WITNESS WHEREOF, the Parties hereto have executed this Stock Purchase Agreement in three originals as of the last date shown below, and each Party confirms having received an original thereof.

INDUFLEX HOLDING NV

/s/ Hans Vanoorbeek	Date: October 31, 2008
By:  Hans Vanoorbeek, as Managing Director of Gevepe BVBA Its:  Managing Director
ROGERS CORPORATION
/s/ Luc Van Eenaeme	Date: October 31, 2008
By:  Luc Van Eenaeme Its:   Vice President Europe

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LIMITED JOINDER SOLELY FOR THE PURPOSES SET FORTH BELOW:

The undersigned hereby executes the foregoing Stock Purchase Agreement solely with respect to its obligations set forth in Section 5.

BHB BVBA/SPRL

/s/ Hans Vanoorbeek	Date: October 31, 2008
By:  Hans Vanoorbeek Its:  Director

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SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as modified by the Disclosure Schedule, and subject to the terms and conditions of the Agreement and the occurrence of the Closing contemplated thereby, Seller hereby represents and warrants to the Buyer, at the Closing Date, as set forth below.  For purposes of these representations and warranties, except where the context otherwise requires, the term “Seller” shall include any Affiliates of Seller.

1.Organization; Power and Authority of the Seller

The Seller is duly organized and validly existing under the laws of the Commonwealth of Massachusetts in the United States of America.

The Seller has the right, power and authority necessary to enter into this Agreement and the Related Agreements to which it is a party, and to consummate the transactions contemplated hereby and thereby.  This Agreement and the Related Agreements to which Seller is a party constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The execution and delivery by the Seller of this Agreement and the Related Agreements to which it is a party do not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate or result in a breach of any provision of the organizational documents of the Company or the Seller, (ii) violate any Legal Requirement to which the Seller, the Company or the Shares may be subject, or (iii) result in a default or give rise to any right of termination, modification or acceleration under the provisions of any agreement or other instrument including, without limitation, any Administrative Authorization, or obligation to which Seller or the Company is a party or by which the Seller, the Company or the Shares may be bound.

Except for certain filings (including, without limitation, filings or other submissions to the U.S. Securities and Exchange Commission) required of Seller, neither Seller nor the Company is or will be required to make any filing with, or give notice to or obtain any consent from, any person in connection with the execution and delivery of this Agreement or the Related Agreements to which it is a party or the consummation or performance of any of the transactions contemplated hereby and thereby.

2.Organization and Qualification of the Company

The Company is a corporation (société anonyme/naamloze vennootschap) duly organized and validly existing under the laws of Belgium, with all necessary corporate power and corporate authority to own and operate all its assets and to conduct its business as it is now being conducted.

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True and complete copies of the  up-to-date articles of association of the Company as currently in effect have been provided to Buyer and are annexed to the certificate delivered by the Seller and described in Section 3(g) of the Agreement.

The Company has not made, and does not currently intend to make, any filings for insolvency and no action or request has been taken or made, or should have been taken or made, to declare it insolvent. The Company has not been put into liquidation or composition with creditors and no action has been taken or request made by or against the Company in this respect. The Company has not filed for, or obtained, any moratorium or suspension of payments.

3.Capitalization - Shares

The issued share capital of the Company amounts to €3,740,713.20, represented by 6,036 registered shares without nominal value numbered 1 to 6,036. The Shares represent 100% of the issued share capital of the Company and have been duly authorized and validly issued, are fully paid up and non-assessable. The Seller is the sole beneficial owner and holder of the Shares, free and clear of all Encumbrances.

There are no agreements, arrangements or obligations (other than this Agreement and the articles of association of the Company) that require the issuance, sale or transfer of any equity securities or other securities of the Company or that affect the voting and distribution rights relating to the Shares.

The Company does not own, nor does it have any commitment to acquire, any equity securities or other securities of any person or any direct or indirect equity ownership interest in any other business.

4.           Financial Statements

The audited statutory accounts of the Company for the fiscal years ending December 31, 2006 and 2007 (the “Financial Statements”) are annexed to Section 4 of the Disclosure Schedule.

The Financial Statements have been prepared in accordance with all Legal Requirements and in accordance with Belgian Accounting Rules. The Financial Statements fairly reflect the financial condition and the results of operations and changes in financial position of the Company as at the respective dates of and for the periods referred to therein.

The results shown by the profit and loss accounts of the Company in the Financial Statements have not (except as disclosed in such accounts) been affected by (a) any extraordinary, exceptional or non-recurring material item of income or cost, or (b) any other circumstance making the profits or losses for all or any of the periods covered by such accounts unusually high or low.

The Financial Statements have been duly and timely filed with the National Bank of Belgium.

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5.           Conduct of Business

Since January 1, 2008, the Company has conducted its business in the ordinary course and the Seller has used commercially reasonable best efforts to preserve the Company’s business organization and relationship with third parties including, but not limited to, Contracts with existing customers and existing supply contracts, whether in writing or oral.

6.           No Adverse Change

Since January 1, 2008, there has not been any event specific to the Company, its business or activities which has resulted in a Material Adverse Effect and, to the Seller’s Knowledge, no event specific to the Company its business or activities which is likely to result in a Material Adverse Effect in the near and reasonably foreseeable future.  Without limiting the foregoing and without limiting any other representation or warranty made herein, since January 1, 2008, there has not been any:

(i) increase or decrease in the Company’s share capital; variation of any rights attached to any shares; creation or issuance of any shares; grant of any option or right over any shares or uncalled capital; issuance of any securities giving the right to subscribe for shares or convertible into shares, issuance of any certificates within the meaning of article 503 of the Company Code or issuance of any profit sharing securities (parts bénéficiaire/winstbewijzen);

(ii) capitalization of any amount standing to the credit of any reserve or reorganization of the Company’s share capital;

(iii) declaration or payment of any dividend or other distribution or payment in respect of shares of the Company (for the avoidance of doubt, the amounts to be paid over to the Seller pursuant to Section 2(b)(i) and Section 2(h) of the Agreement are deemed not to constitute such a dividend or other distribution);

(iv) amendment to the organizational documents of the Company;

(v) (x) payment or increase of any bonuses, salaries, service award or other compensation, not in the ordinary course of business, to any director, Officer or employee of the Company, or (y) entry into (or termination of) any employment, severance, or similar contract with any director, Officer or employee;

(vi) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company, except in the ordinary course of business;

(vii) damage to or destruction or loss of any asset or property, whether or not covered by insurance, resulting in a negative financial impact to such asset or property of more than Fifty Thousand Euros (€50,000.00);

(viii) entry into, termination of, or receipt of notice of termination of (x) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, where such termination would result in a negative financial impact to the Company of more than Fifty Thousand Euros (€50,000.00), or (y) any contract or transaction involving a total remaining commitment by or to the Company of at least €10,000, except in the ordinary course of business;

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(ix) to the Seller’s Knowledge, event specific to the Company, its business or activities of a type which would have an effect on relations between the Company and its suppliers or customers, including loss or expected loss of suppliers and customers or decrease in order intake, in each case other than in the ordinary course of business, causing or constituting a Material Adverse Effect;

(x) sale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of the Company with a value in excess of €10,000, including the sale, lease, or other disposition of any Intellectual Property;

(xi) grant of any security interest (other than non-material interests, such as unpaid vendor’s liens, arising in the ordinary course of business) over any of the assets of the Company, or grant of any guarantee or indemnity;

(xii) contract or commitment which resulted or will result in a capital expenditure in excess of €10,000;

(xiii) acquisition or agreement to acquire the shares of any other company or the whole or any substantial part of the undertaking of any other company or person;

(xiv) cancellation or waiver of any claims or rights with a value to the Company in excess of €10,000;

(xv) material change in the accounting methods used by the Company;

(xvi) loan by the Company to any person or entity, incurrence by the Company of any indebtedness, guarantee by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guarantee of any debt securities of others, except for advances to employees for travel and business expenses or extensions of trade credit to customers in the ordinary course of business; or

(xvii) agreement, whether oral or written, to do any of the foregoing.

7.           No Undisclosed Liabilities

Since January 1, 2008, the Company has no new liabilities or obligations of any nature, whether actual or contingent (including any off-balance sheet liabilities), except for liabilities or obligations of a type which would not be required to be reflected in the Financial Statements and in accordance with Belgian Accounting Rules and except for current liabilities in an amount not exceeding €10,000 that were incurred in the ordinary course of business since the respective dates thereof.

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8.           Books and Records

The accounting records, minute books, stock record books, and other record books of the Company have been made available to the Buyer and are kept at the Company’s registered offices, are up-to-date, have been properly maintained in accordance with all Legal Requirements and sound business practices and contain, in all material respects, true and accurate records of all matters required to be entered therein.

9.           Title to Assets; Sufficiency and Condition

The Company owns (with good and marketable title in the case of real property) all the assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, free and clear of Encumbrances.

The assets of the Company are sufficient for the continued conduct of the Company’s business in substantially the same manner as presently conducted.

The Company is not a party to, and does not have any liability under, any leasing, credit sale, conditional sale or similar agreement.

The tangible assets of the Company are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and none of such assets is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that, taken collectively, are not material in nature or in cost.

10.           Real Property

The Disclosure Schedule sets forth a complete and accurate list of all real property currently owned, leased or otherwise occupied by the Company.

The Company has complied with all material obligations, conditions or restrictions affecting its current real property, or its occupation or use (including its obligations under all leases, licenses or similar arrangements).

The buildings currently owned by the Company are structurally sound and have been constructed in conformity with all Legal Requirements (including, without limitation, applicable zoning laws) and Administrative Authorizations (including, without limitation, required building permits). The Company has adequate rights of ingress and egress into such properties for the operation of its business in the ordinary course.

No real property currently owned by the Company is leased to or otherwise occupied by, in whole or in part, any third party.

11.           Accounts Receivable and Payable

All accounts receivable and accounts payable of the Company as of four (4) Business Days prior to the Closing Date are set forth in the Disclosure Schedule. Such accounts receivable have arisen in the ordinary course of business and to the best of Seller’s Knowledge, each such account receivable will be collectible within 180 days from the invoice date in amounts not less than the aggregate amount thereof (net of reserves established in accordance with prior practice and set forth in the Disclosure Schedule) carried on the books of the Company.  Each of such accounts receivable as of the Closing is free of Encumbrances, and has not been placed for collection with any attorney, collection agency or any other individual or firm.  None of the accounts receivable is the subject of any factoring or similar agreement.

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From January 1, 2008, the Company has paid its trade accounts payable, including rebates to customers, if any, in the ordinary course of business.

12.           Inventory and Machinery

The term “Inventory”, as used herein, means raw materials, work-in-process and finished goods.  All Inventory and machinery of the Company is (i) of good quality and usable or saleable in the ordinary course of business, reasonable wear and tear excepted (provided, however, that no guarantee can be or is made that such Inventory will in fact be used or sold), (ii) sufficient for the conduct of the business of the Company as it is presently being operated, and (iii) carried on the books of the Company at an amount which reflects valuations determined in accordance with Belgian Accounting Rules.  The Disclosure Schedule sets forth a list of the Company’s Inventory as of four (4) Business Days prior to the Closing Date.

13.           Bank Accounts and Safes

The Disclosure Schedule sets forth a complete list of all banks with which the Company has an account or a safe deposit, and all account and safe deposit numbers.

14.           Contracts

Each Contract is in full force and effect and is valid and enforceable in accordance with its terms.  To the Seller’s Knowledge, all open purchase orders between the Company and its customers and/or suppliers, are valid and enforceable in accordance with their respective terms.

Except for the Contracts listed in the Disclosure Schedule, no Contract contains any change of control provision which entitles the contracting party to terminate the Contract in case of a change of control or, in case a Contract does contain such a change of control provision, to the Seller’s Knowledge, (a) the contracting party will not invoke the change of control provision as the result of the consummation of the transactions contemplated in the Agreement, and (b) will continue its contractual relation with the Company in accordance with the terms and conditions of the existing Contract.

All Contracts are valid and binding upon the Company and, to the Knowledge of Seller, the other parties thereto, and are in full force and effect, subject to all applicable bankruptcy laws and similar laws of general applicability relating to or affecting creditors’ rights generally. Since January 1, 2008, to the Knowledge of Seller, the Company is, and at all times has been, in compliance with all the material terms and requirements of each Contract, and the Company has not given to or received from any other person or entity any notice regarding (i) any actual, alleged, possible, or potential violation or breach of, or default under any Contract or (ii) any (attempted) early unilateral termination of a Contract.  There are no renegotiations of, attempts to renegotiate, or, to the Knowledge of Seller, outstanding rights to renegotiate any material terms of a Contract.

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The Company is not bound by or subject to any Contract that purports to limit its ability to provide any type of service or product or to engage in or continue to engage in any business conduct, activity or practice such as, without being limited thereto, any non-compete agreement.

The Company is not a party to any Contract that has not been made in the normal course of business or which is or was not entered into or executed at arm’s length. No purchase commitment of the Company is in excess of the normal requirements of the business, consistent with past practice, or is entered into at a price materially inconsistent with past practice.

15.           Compliance with Legal Requirements

The Company is in compliance in all material respects with each law or regulation applicable to it or to the conduct or operation of its business as presently conducted or the ownership or use of any of its assets; and no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes or, to the Knowledge of Seller, is reasonably likely to result in, a material violation by the Company of, or a failure on the part of the Company to comply in any material respect with, any such law or regulation.

16.           Administrative Authorizations

For the purposes hereof, “Administrative Authorizations” means any consent, license, permit (other than Environmental Permits), grant or other special authorization issued to the Company by a governmental or other regulatory body or agency and currently in effect (i) pursuant to which the Company currently operates or holds any interest in any of its properties, or (ii) which is required for the operation of the Company’s business or the holding of any such interest.  All Administrative Authorizations are in full force and effect and constitute all Administrative Authorizations required to permit the Company to operate or conduct its business as currently conducted or hold any interest in its respective properties or assets, except for Administrative Authorizations the absence or invalidity of which has not had and, is not reasonably likely to cause, a negative financial impact to the Company of more than Two Hundred Thousand Euros (€200,000.00).

17.           Subsidies

The Disclosure Schedule sets forth a complete list of any grants, subsidies or any other forms of governmental or other form of assistance (each, a “Subsidy”) enjoyed by the Company and fully and correctly sets out the status of each such Subsidy, including the obligations imposed on the Company that remain outstanding.

The Company is, and has been, in substantial compliance with all requirements imposed on it by the granting authority with respect to each Subsidy that has been granted to the Company and, to the Knowledge of Seller, no facts or circumstances exist that are reasonably likely to cause the Company to be required to reimburse all or part of any Subsidy before the due date of reimbursement, if any, or to lose all or part of the benefit of the Subsidy. The execution of this Agreement and the performance of the transactions contemplated hereby will not trigger total or partial repayment under any Subsidy nor will it cause a continuing benefit that is being received by the Company to be cancelled, revoked or terminated.

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18.           Litigation

There is no pending Litigation (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of the Company as presently conducted, or any of the assets owned or used by, the Company; or (ii) that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with the transactions contemplated by this Agreement.  The Litigation listed in the Disclosure Schedule will not have a negative financial impact to the Company of more than Three Hundred Fifty Thousand Euros (€350,000.00).

19.           Taxes and Social Security

Computation, Preparation and Payment — The Company has correctly computed all Taxes, prepared and duly and timely filed, or has caused to be filed on its behalf, all federal, state, provincial, municipal, local and foreign returns, estimates, information statements, elections, designations, reports and any other related filings (each, a "Tax Return"), required to be filed by it, has timely paid all Taxes which were due and payable and has made adequate provision therefor for any taxation period ending on or prior to the Closing Date.  The Company has made adequate and timely installments of Taxes required to be made.

Accrued Taxes — With respect to any periods for which Tax Returns have not yet been required to be filed or for which Taxes are not yet due and payable, the Company has only incurred liabilities for Taxes in the ordinary course of business.

Status of Assessments — All Tax Returns of the Company have been assessed through and including each of the dates set forth in the Disclosure Schedule, and there are no outstanding waivers of any limitation periods or agreements providing for an extension of time for the filing of any Tax Return or the payment of any Tax by the Company or any outstanding objections to any assessment of Taxes.  Any deficiencies imposed as a result of such assessments of Tax Returns through and including the dates set forth in the Disclosure Schedule have been paid and settled.

Withholdings — The Company has withheld and paid all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, creditor, shareholder or other third party.

Assessments — The Company is not, nor to the Knowledge of Seller will be, subject to any assessment,  levies, penalties or interest with respect to Taxes, other than Taxes incurred in the ordinary course of business, in respect of any open Tax period.

Jurisdictions of Taxation — The Company has not been and is not currently required to file any returns, reports, elections, designations or other filings with any taxation authority located in any jurisdiction outside its jurisdiction of incorporation.

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Related Party Transactions — The Company has not acquired property for proceeds greater than the fair market value thereof from, or disposed of property for proceeds less than the fair market value thereof to, or received or performed services for other than the fair market value from or to, or paid or received interest or any other amount other than at a fair market value rate to or from, any Related Person or other firm or corporation with whom it does not deal at arm's length within the meaning of applicable laws.

Deductibility — As of the Closing Date, there will not be any contract, plan or arrangement covering any employee or former employee of the Company that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company as an expense under applicable law, other than reimbursements of a reasonable amount of entertainment expenses and other non-deductible expenses that are commonly paid by similarly situated businesses in reasonable amounts.

Tax Basis — The Company's tax basis in its assets (and the undepreciated capital cost of such assets) for purposes of determining its future amortization, depreciation and other income Tax deductions is accurately reflected on the Company's Tax Returns, including all exhibits and attachments thereto, has been calculated in accordance with Belgian Accounting Rules, and any differences between the Company’s Tax basis in its assets and accounting book value has been accurately reflected in the provision for deferred income Taxes shown on the Company’s books of account.

Tax Returns — Complete and accurate copies of all Tax Returns of the Company relating to all open Tax periods, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Company with respect to Taxes, have been provided to Buyer.

20.           Insurance

The Company has insured its assets and the risks of its activities (including product liability risks) to an extent, and upon terms and in values, which are consistent with normal business practices for Belgian businesses of a comparable size and sector as the Company.  The Disclosure Schedule contains a complete and accurate list and description of all insurance policies currently maintained by the Company or for which the Company is a named insured and that provides coverage to the Company or any director of the Company in connection with their board service, employment or other relationship with the Company. Each policy listed in the Disclosure Schedule is valid and binding in all material respects and in full force and effect, all premiums due thereunder have been paid when due and no notice of cancellation or termination in respect of any such policy has been received.  The insurance policies listed on the Disclosure Schedule are in amounts and have coverages as required by any Contract. The Company has not received notice that any insurer under any policy referred to hereunder is denying coverage with respect to a claim thereunder or defending under a reservation of rights clause, and all such policies of insurance listed in the Disclosure Schedule are in full force.

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21.           Environmental Matters

(a) the Company is in compliance in all material respects with, and is not in violation of or liable under, any Environmental Law; (b) there has been no Release or threat of Release of any Hazardous Materials in, on, under, from or to any Facilities, except for any such Release covered by an Administrative Authorization; and (c) Seller has no basis to expect, nor has the Seller, the Company or any other person for whose conduct they are or may be held responsible, received any actual or, to the Knowledge of Seller, threatened, citation, directive, inquiry, notice, order, summons, warning or other communication that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual or potential violation or failure to comply with any Environmental Law or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities.

Except set forth in the Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened claims, Encumbrances or other restrictions of any nature, resulting from any Environmental, Health and Safety Liabilities or arising under or pursuant to any Environmental Law, with respect to or affecting any of the Facilities.

The Seller, Rogers BVBA and/or the Company, as applicable, have obtained all Environmental Permits required for the conduct of the operations of the Company and the Facilities as they are currently being conducted.  No governmental approval is required for the transfer of the Shares to the Buyer in respect of the Environmental Permits.

22.           Collective Labor Matters

The activities of the Company fall within the scope of the joint committees nos 209 for white collar workers (employés/bedienden) and 111 for blue collar workers (ouvriers/arbeiders).

The Company is not a party to any collective bargaining agreement other than collective bargaining agreements at sector level (each, a “Collective Agreement”) or required to comply with any Collective Agreement, and there is no organizational effort being made to apply for certification of a Collective Agreement. Where any Collective Agreement exists, the Company has complied and complies with all material terms and conditions of, and is not in default under any, such Collective Agreement.

Other than as a result of a Legal Requirement, the Company has no body representing employees which has a right to be represented or attend at or participate in any board or council meeting or a right to be informed, consulted or make representations in relation to the business of the Company. Any such body which is (or is required to be) in operation in the Company operates in accordance with all Legal Requirements.

The Company is not involved in any dispute regarding a claim of importance with any employee or trade union, association of trade unions, works council, health and safety committee, staff association or any other body representing employees that has arisen within the twelve (12) months immediately preceding the Closing, nor has any such dispute which is still relevant been received in writing by the Company; nor, to the Knowledge of Seller, are there any circumstances likely to give rise to such a dispute.

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23.           Individual Employment Matters

The Disclosure Schedule sets forth a complete and accurate list of each employment contract or consultancy agreement (whether written or otherwise) with any current director, statutory manager, manager, Officer of the Company entered into in connection with their board service, employment or other relationship with the Company. The Company has not received notice of resignation from any such individuals.

The Disclosure Schedule lists all current employees of the Company, including their titles and annual wages, salary and bonus information and any severance arrangements which deviate from the severance arrangements provided for under applicable Legal Requirements.  The basis of the remuneration payable to the employees of the Company is the same as that in force at January 1, 2008.  Other than in accordance with the provisions of a Collective Agreement or indexation, the Company is not obliged to increase and has not made any provision to increase the total annual remuneration payable to any employee.

The Company has complied in all material respects with all Legal Requirements (including, but not limited to, social and employment legislation) and all obligations under any Collective Agreement or employment agreement in relation to the employees of the Company.

24.Pensions and other Benefits

The Disclosure Schedule sets forth a complete list of any agreement, arrangement, custom or practice currently in effect (whether legally enforceable or not) for the payment of, or payment of a contribution towards, any pensions, allowances, lump sums or other similar benefits on retirement, death, termination of employment, (voluntary or not) or during periods of sickness or disability (each, a “Benefit Plan”), currently in effect for the benefit of any current or former director, manager, Officer or other employee of the Company or for the benefit of the dependants of any such person, including amendments thereto.

The Company has at all times made adequate provision for obligations payable by it under any Benefit Plan.  With regard to all obligations currently payable by the Company under any Benefit Plan, all such amounts (a) are duly provisioned for, (b) have been duly funded in accordance with normal practices applicable to such schemes, and (c) have been paid in due course.  No payments are outstanding.

All Benefit Plans are, and are operated in compliance with, all Legal Requirements (including, but not limited to, non-discrimination principles thereof).

25.Intellectual Property

The Company owns or possesses the legal rights to any patents, trademarks, service marks, trade names, copyrights and trade secrets presently used by it and necessary for the conduct of the Company’s business as presently conducted (“Intellectual Property”).To the Seller’s Knowledge, the business conducted by the Company does not infringe or violate any patents, trademarks, service marks, trade names, copyrights, trade secrets or other intellectual property rights of any other person. The Company has not been sued or charged as a defendant in any claim, suit, action, or proceeding which involves a claim of infringement of any Intellectual Property of any third party and which has not been finally terminated prior to the date hereof, nor does the Seller have any Knowledge of any such charge or claim or any infringement liability with respect to, or infringement or violation by, the Company of any Intellectual Property of any third party.  The Company has not received any written communications alleging that the Company has violated any patents, trademarks, service marks, trade names, copyrights, trade secrets or other intellectual property rights of any other person.  The Disclosure Schedulecontains a complete list of patents, pending patent applications, trademark and service mark registrations and pending applications and any copyright registrations and pending applications pertaining to the Intellectual Property.

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As of the Closing Date, and in connection with the sale of the Company to Buyer, the Company and Seller have entered into the Production License Agreement, whereby the Company has granted Seller and its Affiliates a non-exclusive, fully paid up, worldwide license to manufacture, solely for its own use and not for resale (except as incorporated in other Seller products sold to third parties), certain laminates used in insulation of bus bars manufactured by Seller and/or its Affiliates. 

The Company has taken commercially reasonable steps to protect (a) the Company's rights in its confidential information and trade secrets necessary in order to continue to conduct the Company’s business as currently conducted; and (b) any trade secrets or confidential information of third parties provided to the Company.

26.Information Technology

The term “Information Technology Assets” means any computer systems, communication systems, software and hardware and back up systems (as and to the extent available) owned or used by the Company.

The Company owns free and clear of any Encumbrances, or has the right to use, all of the Information Technology Assets.

The Information Technology Assets are reasonably adequate for the operational and business requirements of the Company in the ordinary course as presently conducted.

27.Terms of Trade; Products

To the Seller’s Knowledge, no substantial customer or supplier of the Company (including those customers and suppliers that conduct business with the Company through the Seller or its Affiliates) currently intends to: (i) stop trading with or supplying the Company; (ii) unilaterally reduce substantially its trading with, or supplies to, the Company; or (iii) materially change the terms on which it is prepared to trade with or supply the Company (other than normal price and quote changes).

Each product manufactured, sold or delivered by the Company is and has been in substantial conformity with all applicable contractual commitments and all express and implied warranties, other than those legally disclaimed by the Company, and the Company has not received any claims for liability for replacement or repair thereof or other damages in connection therewith. No product manufactured, sold, leased or delivered by the Company is subject to any guaranty, warranty or other indemnity beyond the Company's applicable current standard terms and conditions of sale or lease (true and complete copies of which have been provided to Buyer), except for guarantees, warranties and indemnities imposed by a Legal Requirement.

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There is no claim now pending or, to the Knowledge of Seller, threatened alleging any defect in any product manufactured, sold or delivered by the Company.

28.Certain Payments

No shareholder, director, Officer, employee or agent of the Company or any other person associated with or acting for or on behalf of the Company, has, directly or indirectly, made or agreed to make, any improper or illegal payment, gift or political contribution to, or taken any other improper or illegal action, for the benefit of any customer, supplier, administrative employee or other person who is or may be in a position to assist or hinder the business of the Company.

29.Related Persons

Except for sales in the ordinary course of business and for Intercompany Financial Debt, neither Seller nor any Related Person of Seller or the Company is the owner, either of record or as a beneficial owner, of a material equity interest or any other material financial or profits interest in (i) a person that has or recently has had business dealings or a financial interest in any transaction with the Company, or (ii) a person that engages or recently has engaged in competition, whether direct, indirect or potential, with the Company with respect to any line of the products or services of the Company in any market presently served by the Company.  Ownership of less than five percent (5%) of a publicly traded company shall conclusively be deemed to not constitute a “material equity interest” in such company.

30.           Release

To Seller’s Knowledge, none of Seller, any Related Person or any director, manager or other Officer of the Company, as a result of their board service, employment or other relationship with the Company, has (or has any basis for) any claim, demand or cause of action against the Company (including, but not limited to, the right to receive Management Fees) that will remain outstanding after the Closing.

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SCHEDULE B

REPRESENTATIONS AND WARRANTIES OF THE BUYER

Subject to the terms and conditions of the Agreement and the occurrence of the Closing contemplated thereby, the Buyer represents and warrants to the Seller, as of the date hereof, as follows:

1.           Organization

The Buyer is a commercial company (naamloze vennootschap/société anonyme) duly organized and validly existing under the laws of Belgium and has all necessary power and authority to own, operate or lease the assets now owned, operated or leased by it, or to be owned and operated by it following the consummation of the transactions contemplated by the Agreement, and to carry on its business as it has been and is currently conducted.

2.           Power and Authority

The Buyer has the absolute and unrestricted right, power and authority to enter into this Agreement and the Related Agreements to which it is a party and to consummate the transactions and to carry out its obligations set forth hereunder and thereunder.  The individuals signing on behalf of Buyer each are duly authorized to sign this Agreement and the Related Agreements to which it is a party. The execution and delivery of this Agreement and the Related Agreements to which Buyer is a party, and the consummation of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate or other action on the part of the Buyer.

3.Validity of the Agreement

The entry by the Buyer into, and the performance of their respective obligations under, this Agreement and any Related Agreements to which it is a party does not and will not (i) violate, conflict with or result in the breach of any provision of its organizational documents, or (ii) conflict with, violate or constitute a breach of or default under any Legal Requirement to which the Buyer may be subject or contract or agreement by which the Buyer is bound. This Agreement and the Related Agreements to which it is a party has been duly executed and delivered and constitute legal, valid and binding obligations of the Buyer, enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The Buyer is not required to obtain any approval or make any filing with any governmental authority or take any other action to authorize this Agreement or to permit the purchase and payment contemplated thereby.

4.           No Prior Operations »

The Buyer was formed solely for the purpose of effecting the purchase of the Shares, and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

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EXHIBIT A

Form of Non-Competition Agreement

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EXHIBIT B

Form of Rental Agreement

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EXHIBIT C

Form of Distribution Agreement

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EXHIBIT D

Form of Sales Agreement

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EXHIBIT E

Form of Share Pledge Agreement

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EXHIBIT F

Form of Production License Agreement

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EXHIBIT G

Form of Mutual Non-Disclosure Agreement

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EX-10.2

Exhibit 10.2

NON-COMPETITION AGREEMENT

This NON-COMPETITION AGREEMENT (the “Agreement”) is made on October 31, 2008 by and among:

(1) ROGERS INDUFLEX NV, a Belgian company, with a registered office at 2000 Antwerp, Frankrijklei 78 and registered with the Crossroads Bank of Enterprises under enterprise number 0807.149.569 (which will be renamed “Induflex NV” shortly after the sale of shares occurring as of the date hereof and described below) (the “Buyer”); and

(2) ROGERS CORPORATION, a Massachusetts corporation having its headquarters at One Technology Drive, Rogers, CT 06263 (“Seller”).

WHEREAS:

(A)The Buyer and the Seller have entered into that certain Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), providing for, among other things, the acquisition by Buyer of all of the issued and outstanding shares of Rogers Induflex NV, a Belgian corporation having its registered office at Ottergemsesteenweg 799, 9000 Ghent, Belgium and registered with the Crossroads Bank of Enterprises under enterprise number 0427693784  (the “Company”).

(B)The activities of the Company relate to the development, manufacture and sale of laminates, coated tapes and films for purposes of shielding, insulating, barring and identification, principally carried out in Europe, Asia and North America (collectively, the “Market Area”).

(C)In consideration of the Buyer entering into the Stock Purchase Agreement, the Seller agrees to enter into an agreement restricting the Seller from competing against the Company in certain products and markets, upon the terms and conditions contained herein.

NOW, THEREFORE, the parties agree as follows:

1. Defined Terms

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.

2. Acknowledgement by the Seller

The Seller acknowledges that, through its position as sole shareholder of the Company, it has established valuable and recognized expertise in the business of the Company, and has had access to the trade secrets and confidential business information of the Company; and that the covenants set forth in Section 3 of this Agreement are reasonable and necessary to protect the business and goodwill of the Company.

3. Non-Competition

The Seller covenants and agrees that for a term of three years as of Closing Date, whether directly or indirectly, alone or together with any other persons, on its own account or in conjunction with, through or on behalf of any Affiliates, relatives, agents, intermediaries, joint ventures or alliances, whether as director, manager, shareholder, consultant, subcontractor or in any other capacity:

 (i)it will not own, manage, operate or control, or have a material commercial interest in the ownership, management, operation or control of, any business or activities in the Market Area engaging to a material extent in the Competitive Activities (as defined below);

(ii)it will not (A) intentionally induce or attempt to induce any person who is an employee, trade representative, manager, consultant, independent contractor or sub-contractor of the Company to stop its cooperation with the Company, (B) intentionally interfere with the relationship between the Company and any person who is an employee, trade representative, manager, consultant, independent contractor or sub-contractor of the Company, or (C) intentionally employ or otherwise engage as employee, independent contractor, or otherwise any person who is an employee, manager or director of the Company;

(iii)it will not, either for itself or for any other person (A) solicit, service or handle any business or matters involving Competitive Activities, other than as contemplated by the Stock Purchase Agreement, or (B) induce or attempt to induce any customer or other person to cease doing business involving Competitive Activities with the Company, or in any way interfere with the relationship between the Company and any customer or other person with respect to the performance of Competitive Activities, other than as contemplated by the Stock Purchase Agreement; and

(iv)it will not carry on business either directly or indirectly through any company under any name which is identical or confusingly similar to the names currently used by the Company (except for the name “Rogers”) as its corporate name or under which it carries on business.

As used herein, the term “Competitive Activities” shall mean one or a series of related acts of manufacture and/or sale of multilayer laminates comprised of layers of any of the following products: polyethylene terephthalate (PET), polyethylene naphthalate (PEN), polyvinyl chloride (PVC), Mylar or Tedlar whether in multiple layers of any one or more such materials (but not a single layer alone), or in combination with aluminum, copper and/or adhesives (all of which are collectively referred to herein as “Laminates”), for use in one of the following applications:

(a)cable shielding

(b)green house coverings,

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(c)heating elements for waterbed, wall-mounted room warmers and automotive mirror applications,

(d) barrier tube manufacturing,

(e) RFID tags,

(f) antennae used in mobile phones, including internet-connected multimedia “smartphones,” and wireless handheld devices such as RIM Blackberry™ devices and any devices incorporating mobile phone capabilities even if they also include portable music and/or video player capabilities, but excluding portable music and/or video players and similar devices, such as MP3 players and iPOD’s (and any devices incorporating such devices or the functional equivalent thereof, so long as they do not possess telecommunications capabilities),

(g) laminated busbars, and

(h) seat sensors in the automotive industry.

The above applications are not intended as an exhaustive list of all possible or even actual applications for the Company's technology, but rather an enumeration of those applications in which the Company's current business is sufficiently significant that the Sellers have agreed not to compete therein.  Nothing herein shall be construed to restrict Seller from manufacturing and/or selling any materials other than Laminates, even in the applications listed above. The parties acknowledge that  Seller is a large organization with operations in many of the applications set forth above, among others, and does not intend to restrict its manufacturing and sales other than for Laminates in those applications set forth above (it being understood that the term “Laminates” in no event shall be construed to include film other than Mylar or Tedlar or any polymer other than PET, PEN or PVC and specifically excludes, without limitation, polyimides, polybutadine, liquid crystal polymers and fluoropolymers (including PTFE) as well as or any laminate construction including a layer of polyimide, polybutadiene, liquid crystal polymer or fluoropolymer (including PTFE).

Nothing herein shall be deemed to prevent Seller and/or its Affiliates from acting within the permitted scope of that certain Production License of even date herewith by and between  Seller  and the Company permitting Seller and/or its Affiliates to manufacture, solely for its and its Affiliates’ own use and not for resale (except as incorporated in other products sold by Seller to third parties), laminates used in insulation of bus bars manufactured by Seller and/or its Affiliates.  The above description is for convenience only, and is qualified in its entirety by the actual content of said Production License.

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4. Damages

In the event of an intentional breach of the provisions set forth in Section 3 of this Agreement, the Seller shall pay to the Buyer a fixed amount of EUR 250,000 for each such breach plus a fixed amount of EUR 2,500 (collectively, the “Liquidated Damages Amounts”) for each day such breach continues, without prejudice to the right of the Buyer and or the Company to claim additional damages as the case may be. However, the Liquidated Damages Amounts shall only become due in case the Seller fails to remedy the breach within a term of thirty (30) days following the written notification of the breach by the Buyer to the Seller. The written notification of the Buyer shall specify the particulars of such breach (to the extent that Buyer knows them). Notwithstanding the foregoing, Seller shall not be liable for the Liquidated Damages Amounts if (a) the breach is caused by a business or asset acquired by Seller, and (b) Seller divests itself of the portion of such business or asset comprising the Competitive Activity within the “Divestment Period,” as defined below. If a substantial portion of the revenues generated by such business or asset is derived from the Competitive Activity (but in no event less than 3 million Euros per year), then the Divestment Period shall be the term of thirty (30) days following the written notification by the Buyer; otherwise, it shall be twelve (12) months from such notification, provided that Seller uses its best efforts to divest the Competitive Activity within the first six (6) months of the Divestment Period.  Such best efforts means that the Seller must use diligent efforts in good faith to dispose of the Competitive Activity for a price which is not unreasonably low in comparison to the proportionate share of the acquisition price and costs incurred by Seller in acquiring said business or asset.  Furthermore, Seller shall comply in good faith with any reasonable request of the Buyer to minimize the (potential) damages of the Buyer resulting from such business or asset until the divestment of such business or asset is completed.

5. Notices

All notices and other communications hereunder shall be given in accordance with the provisions of Section 9(a) of the Stock Purchase Agreement.

6. Assignment

No party shall have the right to assign this Agreement without prior written consent of the remaining parties, and any attempted assignment of this Agreement by a party without prior written consent of the other parties shall be void.

7. Entire Agreement; Modification

This Agreement and the Stock Purchase Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement. In the event of any conflict between the Stock Purchase Agreement and this Agreement regarding the subject matter hereof, the latter shall control. This Agreement may not be amended except by a written agreement by parties, nor may any provision hereof be waived other than in a writing signed by the waiving party.

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8. Successors and Assigns

This Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties.

9. Severability

Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid; provided, that if any provision of this Agreement is held invalid or unenforceable, then such provision will be ineffective only to the extent of such invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement. If any of the covenants set forth in Section 3 of this Agreement are held to be invalid or unenforceable, such covenants will be considered divisible with respect to scope, time and geographic area and will be effective, binding and enforceable against the Sellers in such lesser scope, time and geographic area to the maximum extent possible under applicable law.

10.Governing Law; Arbitration

This Agreement will be governed by the laws of Belgium. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach or invalidity thereof, will be settled by arbitration in accordance with the provisions of Section 9(f) of the Stock Purchase Agreement, which are incorporated herein by reference, mutadis mutandis, as if they were expressly set forth herein.

11.Counterparts

This Agreement may be executed in one or more counterparts, each of which shall constitute an original and both of which together shall be deemed a single instrument. This Agreement shall be deemed effective upon the receipt by each party of an executed signature page hereto signed by the other, which may be transmitted by facsimile or electronic means.

12.English Language

The parties confirm that it is their desire to have this Agreement, as well as any and all other documents attached or relating hereto, including notices, written in the English language exclusively.

13.Further Assurances

The parties agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts as may be reasonably necessary or appropriate in order to carry out the intent and purposes of this Agreement.

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IN WITNESS THEREOF, the parties have executed this Non-Competition Agreement in two originals on the day and year first above written and each party confirms having received one original.

ROGERS INDUFLEX NV
	/s/ J.D. Ludvigsen
	By:  J. D. Ludvigsen
	Its:   Managing Director
ROGERS CORPORATION
	/s/ Luc Van Eenaeme
	By:  Luc Van Eenaeme
	Its:   Vice President Europe

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EX-10.3

Exhibit 10.3

Distribution Agreement

This Distribution Agreement (the “Agreement”) is made this 31st day of October, 2008, (the “Effective Date”) by and between Rogers Technologies (Suzhou) Co. Ltd., a corporation organized and existing under the laws of the People's Republic of China having its principal place of business at 338 Shenhu Road, Suzhou Industrial Park, Suzhou, People's Republic of China 215122, Rogers Technologies (Singapore) Inc., a corporation organized and existing under the laws of Singapore having its principal place of business at 60 Kaki Bukit Place, #03-14 Eunos TechPark , Singapore 415979, and Rogers Southeast Asia, Inc., a corporation organized and existing under the laws of Hong Kong having its principal place of business at Unit 1111, 11/F, Delta House, 3 On Yiu Street, Shatin, New Territories, Hong Kong (collectively, the “Distributor”), and Rogers Induflex NV, a Belgian company with registered office at 9000 Ghent, Ottergemsesteenweg 799 and registered with the Crossroads Bank of Enterprises under enterprise number 0427693784 (“Company”) (which will be renamed “Induflex NV” shortly after the change of control occurring as of the date hereof and described below).  Distributor and Company are each referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

The Parties hereto agree as follows:

Whereas, Company is in the business of the development, manufacture and sale of laminates, coated tapes and films for purposes of shielding, insulating, barring and identification;

Whereas, Distributor has, prior to Effective Date, distributed the Company’s products;

Whereas, Company has recently undergone a change of control; and

Whereas, following such change of control, Distributor has agreed to continue to act as a distributor of the Company’s products to its customers, subject to the terms and conditions set forth herein.

Now therefore, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. Term: Unless earlier terminated as provided for herein, the term of this Agreement shall commence on the Effective Date and end on the six month anniversary thereof (the “Initial Term”).  Following the Initial Term, this Agreement may be renewed for an additional six month term unless either Party shall have given the other written notice of non-renewal at least thirty (30) days’ prior to the expiration of the then current term.

2. Products: This Agreement governs Distributor’s distribution of multilayer laminates comprised of layers of any of the following products:  polyethylene terephthalate (PET), polyethylene naphthalate (PEN), polyvinyl chloride (PVC), aluminum, copper, Mylar, Tedlar and adhesives, as currently manufactured by the Company (the “Products”).

3. Orders: Distributor will supply purchase orders to Company on a mutually acceptable form, via fax, email or phone to a person designated in advance by the Company in accordance with Section 15.  All purchases by Distributor of Products shall be subject to Distributor’s general terms and conditions of purchase.

4. Product Pricing:

(a) Product Price: The Product Price for each Product shall be the retail price for each such Product, less a fifteen percent (15%) discount (the “Product Price”).  All Product Prices shall be expressed in U.S. dollars.

(b) Adjustment: In the event that the currency exchange rate of the U.S. dollar (USD) to the China Yuan Renminbi (CNY)deviates more than five percent (5%) from the rate of 1 USD = 6.8 CNY, then the Product Price will be adjusted accordingly.

5. Payment Terms: All of Company’s invoices for Products shall be due and payable by Distributor within seventy-five (75) days after receipt of Products  by Distributor.

6. Delivery; Risk of Loss: All deliveries of Products will be made CFR, Shanghai (Incoterms 2000). Distributor shall pay all applicable insurance, duties, taxes inland freight and similar charges from the delivery point.  Distributor shall give Company written notice of any claimed shipping error within seventy-five (75) days after the date of receipt of Products by Distributor.

7. Product Promotion: Distributor will not be obligated to promote Company’s Products, but Distributor will promote its own distribution services to its customers in accordance with Distributor’s standard business practices, which typically include (but are not limited to) informing Distributor’s customers of pricing available for products distributed by Distributor.

8. Termination: This Agreement may be terminated as follows:

(a) By either Party immediately upon any material breach by either Party, where such material breach remains uncured for more than five (5) business days following notice by the non-breaching Party.

(b) Immediately upon notification or at any time thereafter, either Party may terminate this Agreement in the event that:

(i) the other Party shall file any petition under any bankruptcy, reorganization, insolvency or moratorium laws, or any other law or laws for the relief of or in relation to the relief of debtors;

(ii) there shall be filed against the other Party any involuntary petition under any bankruptcy statute or a receiver or trustee shall be appointed to take possession of all or substantial part of the assets of the Party which has not been dismissed or terminated within sixty (60) days of the date of such filing or appointment;

(iii) the other Party shall make a general assignment for the benefit of creditors or shall become unable or admit in writing its inability to meet its obligations as they mature;

(iv) the other Party shall institute any proceedings for liquidation or the winding up of its business other than for purposes of reorganization, consolidation or merger; or

(v) the other Party’s financial condition shall become such as to endanger completion of its performance in accordance with the terms and conditions of this Agreement.

(c) By Distributor upon fifteen (15) days written notice if Company is acquired in whole or in substantial part by, or is merged with, a third party, or sells all or substantially all of its assets to a third party.

(d) By Company upon sixty (60) days’ written notice for any reason.

(e) Effect of Termination: In the event of expiration or termination of this Agreement, Distributor shall be allowed a one time right to order an amount of Products, upon the terms and conditions valid at the date of termination and in line with market prices and conditions at such time, sufficient to fulfill all purchase orders outstanding as of the date of such termination.

9. Statutory and Regulatory Compliance:Distributor and Company shall comply with all applicable laws and regulations governing their activities related to this Agreement, including without limitation, laws related to fraud and abuse, false claims and prohibition on kickbacks.

10. Confidentiality: Each Party shall take all reasonable actions and do all things reasonably necessary to ensure that any information contained in this Agreement, as well as any information relating to this Agreement or is acquired by virtue of this Agreement (in either case, “Confidential Information”) shall not be disclosed or used for purposes outside this Agreement; provided, however, that the foregoing shall not apply to information that: (i) is provided to the disclosing Party’s attorneys or accountants (who will agree to be bound by confidentiality restrictions no less restrictive than are set forth herein); (ii) is requested by a legal or regulatory authority; (iii) is provided by the disclosing Party to its Affiliate (provided such Affiliate is subject to the confidentiality restrictions herein), and for the purpose of this section “Affiliate” shall mean a person or another entity which directly or indirectly controls, is controlled by, or is under the common control with that entity; (iv) a Party can show it knew prior to disclosure without obligation of confidentiality; (v) is or becomes public knowledge through no fault said Party; (vi) is lawfully disclosed by a third party under no obligation of confidentiality; or (vii) is required to be disclosed pursuant to court order or by law; provided that the non-disclosing Party shall be provided with prompt written notice of any such requirement so that it may seek a protective order or other appropriate remedy. This Section shall survive any termination of this Agreement for a period of five (5) years thereafter. Each Party shall either return to the disclosing Party, or destroy, all Confidential Information received hereunder upon the expiration or termination of this Agreement, except that either Party may retain one (1) copy of such Confidential Information in order to satisfy any future legal obligations it may have.

11. Warranty: Each Party hereby represents and warrants that (a) it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly executed and delivered and represents a legal and valid obligation, binding upon and enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law, (c) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, (d) the execution of this Agreement by each Party, and its performance by such Party in accordance with its terms, does not and would not violate any law or regulation of any court, governmental body or administrative or other agency within the jurisdiction to which such Party is currently subject as of the date hereof, and (e) all necessary consent, approvals and authorizations of any governmental authorities and third parties required to be obtained by it in connection with this Agreement have been obtained.

12. Mutual Indemnification:

(a) Distributor will indemnify and hold Company harmless from and against any loss, cost, damage, expense, or other liability, including, without limitation, reasonable costs and attorney fees (“Costs”) incurred in connection with any and all third party claims, suits, investigations or enforcement actions (“Claims”) as a result of Distributor’s negligent acts, negligent omissions, or willful misconduct, or Distributor’s breach of this Agreement, except and to the extent caused by the negligence or willful misconduct of Company or Company’s breach of this Agreement.

(b) Company will indemnify and hold Distributor harmless from and against any Costs for Claims incurred by Distributor as a result of Company’s manufacturing of the Products, negligent acts, negligent omissions, willful misconduct, or Company’s breach of this Agreement, except and to the extent caused by the negligence or willful misconduct of Distributor or Distributor’s breach of this Agreement.

(c) In the event that Distributor is unable, due to the insolvency of any customer, to collect the full amount of an invoice for the Products from such customer, then Distributor shall have the right to charge back an amount equal to eighty-five percent (85%) of such uncollected invoice to Company.

(d) As a condition of indemnification, the Party seeking indemnification shall notify, to the extent possible under applicable law, the indemnifying Party in writing promptly upon learning of any Claim for which indemnification may be sought hereunder. The indemnifying Party shall control the defense of such Claim and the indemnified Party shall have a right to participate in the defense of such Claim at its expense, and the Parties will cooperate in such defense. The indemnifying Party shall not settle any Claim without the written consent of the indemnified Party, which consent shall not be unreasonably withheld.

13. Limitation on Liability:

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH THIS AGREEMENT; PROVIDED, THAT NOTHING HEREIN SHALL LIMIT A PARTY'S RIGHT TO CLAIM INDEMNIFICATION FOR LOSSES IT HAS INCURRED AS A RESULT OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER TO THIRD PARTIES.

14. Insurance: Distributor and Company shall maintain such policies of general liability, professional liability, and other insurance of the types and in amounts customarily carried by their respective businesses. Each Party shall provide the other with reasonable proof of insurance upon written request.

15. Notice: All notices, consents, claims (for Costs or otherwise), waivers and other communications under this Agreement must be in writing (in the English language) and will be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by telecopier (with confirmation of receipt in a manner permitted herein), or (iii) when received by the addressee, if sent by courier or other delivery service, in each case to the appropriate address and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a Party may designate by notice to the other Parties):

If to Distributor:

 c/o Rogers Corporation

 One Technology Drive

 Rogers, CT 06263

 Facsimile No: +1-860-779-5585

 Attn.: Corporate Secretary

With copies to:

 Burns & Levinson LLP

 125 Summer Street

 Boston, MA  02110

 Facsimile No:  +1-617- 345-3299

 Attn:  Samuel M. Shafner, Esq.

 Rogers BVBA

 Afrikalaan 188

 Gent, B-9000, Belgium

 Facsimile No: +32-9-235-3658

 Attn: Vice President, Rogers Europe

 Rogers Technologies (Suzhou)

 338 ShenHu Road

 Suzhou Industrial Park,

 Suzhou,

 People's Republic of China 215122

 Attn: Vice President, Asia

If to Company:

Rogers Induflex NV

Ottergemsesteenweg 799,

9000 Ghent, Belgium

Facsimile No: +32-9-222-37-91

Attn.: Joel Ludvigsen

16. Severability: In the event any portion of this Agreement shall be held illegal, void or ineffective, such portion(s) shall be deemed stricken and the remaining portions hereof shall remain in full force and effect, except to the extent that doing so would result in a manifest injustice. Subject to the consent of both Parties, such consent not to be unreasonably withheld, if any of the terms or provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform with such statute or rule of law.

17. Audit:Both Parties shall have the right to conduct an audit of the other Party’s books and records on reasonable advance notice to determine whether the other Party has complied with the terms and provisions of this Agreement. Each Party shall pay their respective expenses associated with the audit. The audit shall be conducted at the audited Party’s place of business during such Party’s normal business hours; provided, that the auditors agree to be bound by confidentiality restrictions no less restrictive than are set forth herein.

18. Entire Agreement: With regard to the issues addressed herein, this Agreement and the Exhibits hereto contain the entire agreement and understanding of the Parties, and supersedes any and all prior agreements and understandings regarding the same subject matter. No amendment, modification, revision, representation, warranty, promise or waiver of or to this Agreement shall be effective unless the same shall be in writing and signed by both Parties.

19. Counterparts: This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

20. Assignment: Company may not assign this Agreement without the written consent of Distributor.  Distributor shall have the right to (a) assign this Agreement, and (ii) delegate certain administrative functions as set forth herein to an affiliated entity.

21. Delegation of Responsibilities:Distributor may engage a third party to conduct certain administrative functions on its behalf, including, but not limited to, data compilation and reporting services, financial accounting and processing services, or any other function relating to any of Distributor’s obligations set forth herein. Company agrees to cooperate with Distributor’s reasonable requests relating to Distributor’s engagement of any such third party and such third will be bound by confidentiality restrictions no less restrictive than are set forth herein.

22. Force Majeure: Notwithstanding anything to the contrary herein, neither Party shall be liable in any manner for any delay to perform its obligations hereunder which are beyond a Party’s reasonable control, including, without limitation, any delay or failure due to strikes, labor disputes, riots, earthquakes, storms, hurricanes, floods or other extreme weather conditions, fires, explosions, acts of God, embargoes, war or other outbreak of hostilities, government acts or regulations, or the failure or inability of carriers, suppliers, delivery services, or telecommunications providers to provide services necessary to enable a Party to perform its obligations hereunder. In any such circumstance, the Party unable to perform its obligations shall notify the other Party of such circumstance, and said other Party shall have the right to terminate this Agreement immediately upon provision of written notice if the Party of the first part continues to be unable to perform its obligations hereunder for a period of thirty (30) days.

23. Waiver: No waiver of any term of this Agreement shall be valid unless waived in writing and signed by the Party against whom the waiver is sought. The failure of either Party to require performance by the other Party of any provision hereof shall not affect in anyway the right to require such performance at any time thereafter.

24. Independent Contractors: Nothing in this Agreement is intended to create any relationship between Distributor and Company other than as independent contractors and neither Party, nor any of their employees, staff, agents, officers or directors shall be construed to be the agent, fiduciary, employee, or representative of the other.

25. Choice of Law: This Agreement and performance of the obligations hereunder, shall be governed by, and construed in accordance with, the laws of Belgium.  Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach or invalidity thereof, will be settled by arbitration in accordance with the provisions of Section 9(f) of that certain Stock Purchase Agreement, dated as of the date hereof, by and among Rogers Corporation, a Massachusetts corporation and affiliate of Distributor, and Company, which are incorporated herein by reference, mutadis mutandis, as if they were expressly set forth herein.  The Parties expressly reject the applicability to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.  This Agreement may be translated into languages other than the English; provided, that in the event of conflict, the English language version shall control.

26. Third Party Beneficiaries: This Agreement is not a third party beneficiary contract, and, therefore, there are no third party beneficiaries to this Agreement.

27. Guaranteed Supply: Company hereby represents to Distributor that during the Term it shall be able to provide Distributor with all Products ordered as requested in each purchase order. In the event that Company is unable to supply ordered Products, Company agrees to reimburse Distributor for all reasonable costs and liability incurred by Distributor resulting from such failure (including, without limitation, reasonable attorneys’ fees). Such reimbursements shall be received by Distributor within sixty (60) days following the request.

28. Standard Forms: Without limiting the foregoing, the terms and conditions set forth in this Agreement (including any Exhibit hereto) shall supersede any inconsistent terms and conditions set forth in any purchase order or other standard form used by either Party.

In witness whereof, the undersigned, duly authorized, has executed this Distribution Agreement, effective as of the date first set forth above.

COMPANY:

Rogers Induflex NV

By:	/s/ J. D. Ludvigsen
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Name:	J. D. Ludvigsen
Title:	Managing Director

DISTRIBUTOR:

Rogers Technologies (Suzhou) Co. Ltd.

By:	/s/ Michael L. Cooper
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Name:	Michael L. Cooper
Title:	Vice President, Rogers Asia

Rogers Technologies (Singapore) Inc.

By:	/s/ Michael L. Cooper
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Name:	Michael L. Cooper
Title:	Vice President, Rogers Asia

Rogers Southeast Asia, Inc.

By:	/s/ Michael L. Cooper
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Name:	Michael L. Cooper
Title:	Vice President, Rogers Asia

EX-10.4

Exhibit 10.4

SALES AGREEMENT

This SALES AGREEMENT (this “Agreement”) is made as of 31 October, 2008, by and among Rogers Induflex NV (which will be renamed “Induflex NV” shortly after the acquisition of its shares as of the date hereof, as described below), a Belgian company registered with the Crossroads Bank of Enterprises under enterprise number 0427693784 ("Induflex"), Rogers BVBA, a Belgian company having its registered office at Afrikalaan 188, 9000 Ghent and registered with the Crossroads Bank of Enterprises under enterprise number 0406.657.553, and formerly known as Rogers NV (“Rogers BVBA”), and Rogers Corporation, a Massachusetts corporation (“Rogers”).  Each of Induflex, Rogers BVBA and Rogers may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

WHEREAS, Induflex Holding NV, a Belgian company registered with the Crossroads Bank of Enterprises under enterprise number 0807.149.569and Rogers are parties to that certain Stock Purchase Agreement, of even date herewith (the “Stock Purchase Agreement”), pursuant to which Induflex Holding NV is purchasing all of the issued and outstanding shares of capital stock of Induflex held by Rogers; and

WHEREAS, the parties desire to set forth in this Agreement the terms and conditions upon which Induflex will agree to continue to sell busbar insulation products (the “Products”) to Rogers BVBA and Rogers after the Closing Date.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the parties agree as follows

Section 1.    Definitions.

The following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular as well as the plural forms of the terms defined):

“Affiliate” means (a) an entity which is controlled by, controls, or is under common control with another entity, (b) an entity owning a majority of the voting securities of another entity, and (c) an entity a majority of whose voting securities is owned by the other entity.

“Disclosing Party” shall have the meaning set forth in Section 6.1.

“Ordering Party” shall have the meaning set forth in Section 2.2.

“Receiving Party” shall have the meaning set forth in Section 6.1.

“Specifications” shall have the meaning set forth in Section 2.3.

“Term” shall have the meaning set forth in Section 4.1.

All other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.

Section  2.     Products Sales; Ordering; Delivery.

2.1    Sales Of Products.  Induflex agrees that, subject to the terms and conditions of this Agreement, from and after the Closing Date, Rogers BVBA and Rogers, and any Affiliate of either of them, shall be permitted to purchase the Products on a non-exclusive basis from Induflex in the manner set forth herein; provided, that nothing set forth herein shall result in a commitment by Roger BVBA, Rogers or any such Affiliate to purchase the Products hereunder or to establish any minimum purchase requirements.   Induflex shall use its best efforts to assure the availability of the Products for the Term, at supply levels consistent with those as of the Closing Date.

2.2    Purchase Orders.  For each specified quantity of the Products, Rogers BVBA and Rogers, as applicable (each, an “Ordering Party”) shall deliver to Induflex a purchase order.  Whether or not expressly referenced in such purchase order, all sales of Product from Induflex hereunder shall be subject to Rogers’ Belgian Terms and Conditions of Purchase, set forth as Exhibit A and/or Exhibit B hereto, unless otherwise agreed in writing by the Parties, or unless otherwise expressly set forth in this Agreement.  The provisions of said Exhibit A and/or Exhibit B shall be incorporated into this Agreement as though expressly set forth herein.

The Ordering Party shall reference this Agreement on each purchase order, and shall specify the following information: (a) the purchase order number, (b) quantity of Products desired, (c) the locations to which the Products are to be delivered, (e) whether delivery of the Products will be made in one shipment or in installments, and (d) the dates for delivery for the one shipment or each installment.  No terms or conditions included in any purchase order, acknowledgement or other transmittal, whether on a standard business form or otherwise utilized by an Ordering Party or Induflex in connection with the sale of the Products, which are in conflict with any provision of this Agreement, Exhibit A or Exhibit B hereto shall be valid; nor shall any such terms or conditions shall be construed or deemed to be an amendment of or supplement to this Agreement or otherwise binding on such Ordering Party or Induflex.  Within ten (10) business days of receipt of any purchase order, Induflex shall confirm acceptance of the purchase order, unless either (a) a term of the purchase order, not provided in this Agreement or in Exhibit A hereto, is not reasonably acceptable to Induflex, in which case, within such time period, Induflex shall notify the Ordering Party of the reason therefor, and, if possible, shall offer to accept the purchase order without that term; or (b) Induflex has insufficient quantities of the Products available, in which case Induflex shall provide a notice to the Ordering Party within such time period stating same and modifying the purchase order to reflect the quantity which Induflex can provide. In the event that Induflex fails to either accept or reject (to the extent permitted herein) any purchase order within said ten (10) days, the purchase order shall be deemed accepted.

2.3           Consignment Stock.  Induflex shall provide Products to Rogers BVBA on a consignment basis, when and as ordered by Rogers BVBA on such basis in accordance with the provisions hereof. Rogers BVBA shall submit reports to Induflex, at least twice each month, indicating in reasonable detail the Products consumed or sold during the most recently concluded semi-monthly period, along with a purchase order for such Products. Induflex shall issue an invoice to Rogers BVBA for the Products described in such purchase order, with payment therefor due net thirty (30) days from the date of such invoice; provided, that Induflex may, at its option, deliver an invoice to Rogers BVBA for any Products consigned pursuant to this Section 2.3 that remain unused or unsold for more than three (3) months from the date of delivery.  Rogers BVBA shall keep such books and records as it deems reasonably necessary to record the consumption and sale of any consigned Products, which books and records shall be made available to Induflex for inspection in the premises of Rogers BVBA upon reasonable request.

2.4    Specifications.  All Products supplied hereunder shall be manufactured by Induflex in conformance with applicable specifications currently utilized by the Company, or as otherwise agreed to by the Parties and annexed as a schedule hereto, such specifications to set forth, at a minimum, the manufacturing and testing procedures and acceptance criteria for the Products (the “Specifications”).  The Specifications shall not thereafter be modified without the mutual agreement of the parties to such order.

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Section 3.    Price and Payment.

3.1  Payment Terms.  Payment for the Products shall be made in Euros or dollars, as specified in the applicable purchase order, net seventy-five (75) days from receipt of an invoice for the Products described therein (other than consignment sales described in Section 2.3 hereof, which shall be paid net thirty (30) days therefrom), by wire transfer of immediately available funds to a bank account designated in writing by Induflex, unless otherwise agreed.

3.2  Competitive Pricing.

The selling price for all Products sold by Induflex to Rogers hereunder shall be no higher than any sale made by Induflex within the three (3) months immediately preceding such sale, to any other customer of the Products in similar or lesser quantities. Notwithstanding the preceding sentence, however, Induflex shall not be required to make available to Rogers special prices occasionally granted to customer under extenuating circumstances, such as, for example, commercial gestures to attract a new customer or to remedy a dispute or problem (such as late delivery or broken promises) with existing customers.

Induflex acknowledges that the prices currently paid by Rogers and Rogers BVBA for Products are as set forth on Exhibit B hereto. Induflex agrees not to increase, and shall not be required to decrease, the price for any of the Products during the term hereof unless the average price for all raw materials used in that Product during a fiscal quarter (the “Price Change Quarter”), expressed as a percentage of the average purchase price then in effect for that Product during the Price Change Quarter, has increased or decreased from its level immediately prior to the commencement of the Price Change Quarter by seven percent (7%) or more. If it has so increased or decreased, then Induflex shall notify Rogers and Rogers BVBA of that fact within ten (10) days after the end of the Price Change Quarter. The new Product price shall be the price which is sufficient to bring the raw materials percentage described above fully back up, or back down, to its level prior to the Price Change Quarter began. The price change for such Product shall commence at the beginning of the second fiscal quarter after the end of the Price Change Quarter (so, for example, if the Price Change Quarter ends on March 31 of a year, the price increase or decrease shall be effective beginning July 1st of that year).  During the three months preceding the last quarter of the fifth year of the term of this agreement, both parties will convene and assess whether general economic or other changes in circumstances justify continuation of this arrangement. Unless the parties otherwise agree at that meeting, this Section 3.2 shall be of no further force and effect after the expiration of five (5) years from the commencement of this agreement.

Section 4.     Term and Termination.

4.1  Term. The term of this Agreement (the “Term”) shall commence on the date hereof and shall continue for fifteen (15) years thereafter, unless and until terminated in accordance with Section 4.2.  The Parties, by mutual agreement, may extend the Term.  As used herein, “Term” shall refer both to the initial Term and any extension thereof.

4.2  Termination.

4.2.1  Material Breach.  If any Party materially breaches any of the terms of this Agreement and such material breach remains uncured for a period of sixty (60) days after having received written notification of such violation, then either of the non-breaching Parties may thereafter immediately terminate this Agreement by so notifying all of the Parties in writing.  Such termination shall not prejudice the damage rights of the non-breaching Parties as against the breaching Party, which shall have all of the rights and remedies available to them under this Agreement, at law, in equity, or otherwise.

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4.2.2  Insolvency.  If any Party makes an assignment for the benefit of creditors, or has a receiver, trustee in bankruptcy, or similar officer appointed to take charge of all or part of its property, then either of the other Parties may terminate this Agreement with immediate effect by delivering written notice thereof.

4.2.3  Force Majeure.  If any Party is unable to fully perform its obligations hereunder for a period of sixty (60) days following an event described in Section 8.6, and such inability remains uncured for a period of sixty (60) days following written notice by the Party unable to perform, either of the remaining Parties may thereafter terminate upon thirty (30) days’ written notice.

4.2.4  Termination for Dormancy.  If no purchase orders are submitted by Rogers or any of its Affiliates for twelve (12) consecutive months hereunder, either Rogers or Rogers BVBA, on the one hand, or Induflex, on the other, thereafter may terminate this agreement upon ten (10) days’ notice to the other parties hereto.

4.3  Survival. Expiration or termination of this Agreement for any reason shall not relieve any Party for a breach of this Agreement occurring prior to such expiration or termination.  Any warranties,  indemnities and other provisions in this Agreement or in Exhibit A hereto shall survive the termination or expiration of this Agreement with respect to Products delivered or ordered prior to such termination.

Section 5.    Representations.

5.1   Representations and Warranties of each Party.  Each Party hereby represents and warrants that (a) it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly executed and delivered and represents a legal and valid obligation, binding upon and enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law, (c) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, (d) the execution of this Agreement by each Party, and its performance by such Party in accordance with its terms, does not and would not violate any law or regulation of any court, governmental body or administrative or other agency within the jurisdiction to which such Party is currently subject as of the date hereof, and (e) all necessary consent, approvals and authorizations of any governmental authorities and third parties required to be obtained by it in connection with this Agreement have been obtained. These are in addition to the various warranties set forth on Exhibit A hereto.

Section 6.   Confidentiality and Nonuse

6.1  Confidentiality. A Party that receives (the "Receiving Party") confidential information disclosed to it by another Party (the "Disclosing Party") shall keep confidential and not disclose to any third party any confidential information disclosed to it hereunder.  (For purposes hereof, “confidential information” shall mean only that information which is clearly labeled as such.) The Receiving Party shall use the same care and security measures that each uses to protect its own confidential information, but in any event the Receiving Party shall use no less than reasonable care in protecting the Disclosing Party's confidential information.  The obligation to keep the confidential information disclosed by the Disclosing Party strictly confidential shall survive the expiration or termination of this Agreement and shall continue in force until the confidential information has been generally disclosed to the public other than by a breach of this Agreement.

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6.2  Permitted Disclosure. To the extent that the Disclosing Party discloses any confidential information to the Receiving Party, the Receiving Party may disclose the confidential information only to those of its respective employees, agents and contractors who need to know such confidential information for purposes of this Agreement and who have executed a confidentiality agreement with the Receiving Party with obligations of confidentiality and nonuse that are no less stringent that those in this Agreement.

6.3  Limitation on Use.  The Receiving Party shall not use any of the Disclosing Party's confidential information and shall ensure that its respective employees and contractors will not use any of the Disclosing Party's confidential information disclosed to it hereunder for any purpose other than in accordance with this Agreement and will not reverse engineer any such confidential information.  All rights, title and ownership in and to all confidential information disclosed by any Disclosing Party hereunder, including discoveries or inventions based upon or derived from such confidential information,  shall remain in the Disclosing Party.

Each Party agrees to promptly disclose to a Disclosing Party any discoveries or inventions principally based upon or principally derived from such Disclosing Party’s confidential information and further agrees to assign (and does hereby assign) to such Disclosing Party, the sole and exclusive ownership in all such discoveries and inventions and to sign all documents and do all things reasonably necessary to give effect thereto.  Notwithstanding the preceding sentence: (a) if such discoveries or inventions relate primarily to “Laminates” (as that term is defined in the Non-Competition Agreement between Induflex Holding NV and Rogers of even date herewith), then such discoveries or inventions shall remain the sole and exclusive property of Induflex, even if based upon confidential information from Rogers; and (b) if such discoveries or inventions relate primarily to busbars, then such discoveries or inventions shall remain the sole and exclusive property of Rogers, even if based upon confidential information from Induflex.

6.4  Exclusions.   Confidential information shall not include information that: (a) at the time of its disclosure is available to the public; (b) after disclosure becomes available to the public through no fault of the Receiving Party; (c) the Receiving Party can show, through adequate written documentation, was received by it from a third party without breach of an obligation of confidentiality; or (d) the Receiving Party can show, through adequate written documentation, was independently developed without use or reference to any  of the Disclosing Party’s confidential information.

6.5  Duties Upon Expiration or Termination. Upon the written request by the Disclosing Party and/or after expiration or termination of this Agreement, the Receiving Party shall either return all of the Disclosing Party's confidential information received by the Receiving Party or destroy the same, but in any event the Receiving Party shall make no further use of the Disclosing Party's confidential information.

6.6  Unauthorized Use.  In case any Receiving Party becomes aware or has knowledge of any unauthorized use or disclosure of confidential information, it shall promptly notify the Disclosing Party of such unauthorized use or disclosure and take any and all steps reasonably necessary to assist the Disclosing Party in attempting to minimize any potential or actual damages or losses resulting from such unauthorized use or disclosure.

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6.7  Compelled Disclosure.  The Receiving Party may disclose the Disclosing Party's confidential information to the extent required to comply with, a court or administrative subpoena or order which appears to be lawful on its face, provided that the Receiving Party first uses its best efforts to obtain an order preserving the confidentiality of the information of the Disclosing Party and provided the Receiving Party gives the Disclosing Party timely notice of the contemplated disclosure to give the Disclosing Party an opportunity to intervene to preserve the confidentiality of the information.

Section 7.    Competence

Each Party acknowledges that it was represented by counsel in connection with the negotiation, preparation and execution of this Agreement, is fully competent to execute this Agreement, understands its terms and provisions, and is authorized to and has voluntarily executed this Agreement.  Each Party further acknowledges that, in executing this Agreement, it has relied upon its own knowledge and judgment and/or the advice of its counsel.  It is expressly understood, agreed and warranted that in entering into this Agreement, no Party has relied upon any warranty, representation, statement, promise, action or advice of any other Party, except those expressly set forth herein.

Section 8.    Miscellaneous

8.1  Entire Agreement. This Agreement and the Stock Purchase Agreement constitute the entire agreement of the Parties, and supersedes any prior or contemporaneous agreements between the Parties, with respect to the subject of this Agreement. The Parties shall be bound only by a writing that memorializes this Agreement and which is signed by an authorized representative of each Party.

8.2  Modifications to Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing that specifically refers to this Agreement and which is signed by an authorized representative of each Party.

8.3  Notices.  All notices and other communications required or permitted to be given by any Party herein to another Party shall be in writing and shall be deemed given when received, and may be sent by mail, courier or similar means. Such notices and communications also may be made via facsimile, electronic mail or other electronic means; provided, that receipt thereof is acknowledged by the recipient in a manner constituting valid notice hereunder. Such notices and other communications shall be addressed to the recipient Party or Parties at the addresses below, or at such other address as such Party hereafter may furnish to all of the other Parties in a manner constituting valid notice hereunder:

If to Induflex:	c/o Induflex NV
	Ottergemsesteenweg 799
	9000 Gent, Belgium
	Facsimile No: +32-9-222-37-91
	Attn.: Joel Ludvigsen
	joel@ludvigsen.be
If to Rogers or Rogers BVBA:	c/o Rogers BVBA
	Afrikalaan 188
	900 Gent, Belgium
	Facsimile No:  +32-9-235-33-36
	Attn: Supply Chain Manager
	-- with a mandatory copy to –

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c/o Rogers Corporation

One Technology Drive

Rogers, Connecticut  06263-0188

UNITED STATES

Attention: Office of the Corporate Secretary

Facsimile: (860) 779-5585

(Current e-mail:  bob.soffer@rogerscorporation.com)

-- and with another mandatory copy to –

Samuel M. Shafner, Esq.

Burns & Levinson LLP

125 Summer Street

Boston, MA 02110

Facsimile: (617) 345-3299

E-mail: sshafner@burnslev.com

8.4  Law Governing the Agreement; Dispute Resolution. This Agreement will be governed by the laws of Belgium. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach or invalidity thereof, will be settled by arbitration in accordance with the provisions of Section 9(f) of the Stock Purchase Agreement, which are incorporated herein by reference, mutadis mutandis, as if they were expressly set forth herein.

8.5  Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been part of this Agreement.

8.6  Force Majeure. If the performance of any duty (other than payment and confidentiality obligations) under this Agreement is prevented, restricted or interfered with by reason of war, revolution, civil commotion, acts of public enemies or terrorists, blockade, embargo, strikes, outage of the Internet, law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this paragraph, which is beyond the reasonable control of the Party affected, then, subject to Section 4.2.3, the Party so affected shall, upon giving prior written notice to the other Party, be excused from such performance to the extent of such prevention, restriction, or interference; provided, that the Party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.

8.7  Waiver. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion.

8.8  Assignment.  No Party shall have the right to assign this Agreement without prior written consent of the remaining Parties, and any attempted assignment of this Agreement by a Party without prior written consent of the other Parties shall be void.

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8.9  Further Assurances.  The Parties agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts as may be necessary or appropriate, in order to carry out the intent and purposes of this Agreement.

8.10  Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

8.11 English Language. The Parties confirm that it is their desire to have this Agreement, as well as any and all other documents attached or relating hereto, including notices, written in the English language exclusively.

8.12  Independent Contractors. Nothing in this Agreement is intended to create any relationship between the Parties other than as independent contractors and no Party, nor any of its employees, staff, agents, officers or directors shall be construed to be the agent, fiduciary, employee, or representative of any other Party.

8.13 Third Party Beneficiaries. This Agreement is not a third party beneficiary contract, and, therefore, there are no third party beneficiaries to this Agreement.

8.14  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original and both of which together shall be deemed a single instrument. This Agreement shall be deemed effective upon the receipt by each party of an executed signature page hereto signed by the other, which may be transmitted by facsimile or electronic means.

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IN WITNESS WHEREOF, each Party have caused its duly authorized representative to execute this Agreement.

Rogers Corporation	INDUFLEX
By: /s/ Luc Van Eenaeme                                                                 Signature	By: /s/ J. D. Ludvigsen                                                                 Signature
Name Luc Van Eenaeme                                                                 Print/Type	Name J. D. Ludvigsen                                                                  Print/Type
Title Vice President                                                                ___ Print/Type	Title Managing Director                                                                Print/Type
Date: October 31, 2008	Date: October 31, 2008
Rogers BVBA
By: /s/ Luc Van Eenaeme                                                                 Signature
Name Luc Van Eenaeme                                                                 Print/Type
Title Vice President                                                                 Print/Type
Date: October 31, 2008

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Exhibit A

Terms and Conditions of Purchase

THE FOLLOWING TERMS AND CONDITIONS, AND THOSE SPECIFIED ON THE FACE OF THE

PURCHASE ORDER, SHALL EXCLUSIVELY GOVERN THE PURCHASE OF ALL GOODS AND/OR

SERVICES COVERED BY THE PURCHASE ORDER.

1.DEFINITIONS

"Agreement" shall mean any agreement of sale and purchase whereby Seller sells Goods and/or Services to Rogers;

“Business Day” shall mean a day on which banks located in the respective place of the registered office of Rogers and Seller are open for normal banking business;

"Days" shall mean calendar days;

“Goods and/or Services” shall mean the goods and/or services as described in the Purchase Order;

"Purchase Order" shall mean the written details appearing on the reverse of these Terms and Conditions;

"Rogers" shall mean Rogers Corporation or the subsidiary or affiliate of Rogers Corporation indicated on the face hereof;

“Seller” shall mean the natural or legal person who or which intends to sell the Goods and/or Services to Rogers.

“Termination for Cause” shall mean a termination of this Purchase Order by Rogers pursuant to Section 16.2.

2.OFFER AND ACCEPTANCE

2.1.   The Purchase Order constitutes an offer by Rogers to Seller only to the extent of, and as expressly limited by, the terms and conditions herein.

2.2.   Acceptance of such offer is expressly limited to these terms and conditions, and no other document, including, but not limited to, Seller’s proposal quotation and acknowledgment forms, shall be deemed a part of the Purchase Order, unless its terms are specifically and expressly agreed to by an authorized representative of the Purchasing Department of Rogers, or an executive officer of Rogers (collectively, an “Authorized Rogers Employee”) in writing.

2.3.   Rogers reserves the right to revoke its offer at any time prior to its written acceptance by Seller as provided below.

2.4.   Acceptance by Seller shall be accomplished solely by return of an executed acknowledgment copy of the Purchase Order, or by separately notifying Rogers in writing of Seller’s acceptance hereof.

2.5.   Without limiting the generality of the foregoing, Seller’s commencement of performance shall not be deemed acceptance of the Purchase Order unless Rogers, in its sole discretion, expressly elects in writing, signed by an Authorized Rogers Employee, to waive (at any time before, during or after performance by Seller) the requirement for such written acceptance of the Purchase Order by Seller; in which case Seller shall be deemed, by its performance, to have accepted each and every term and condition hereof.

2.6.   If Seller’s acknowledgment or separate notice of acceptance of the Purchase Order, or any other document of Seller relevant hereto (collectively “Seller’s Documents”) contains any one or more terms inconsistent with, or additional to, those set forth herein, such Seller’s Documents shall be deemed an acceptance of these terms and conditions, accompanied by a proposal of additional terms, which proposal Rogers then shall be deemed to have rejected unless an Authorized Rogers Employee expressly accepts same in writing within ten (10) Days of its receipt thereof.

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3.CHANGES AND WAIVERS

3.1.   The only changes (which term when used in this Section 3.1, includes amendments and additions) to the Purchase Order by which Rogers shall be bound are those expressly agreed to in a writing signed by an Authorized Rogers Employee.

3.2.   In no event shall Rogers’ silence be construed as an acquiescence to or acceptance of any proposed changes to the Purchase Order.

3.3.   Rogers may at any time, by a timely written order signed by an Authorized Rogers Employee and without other notice to Seller or its sureties or assignees, suspend performance hereunder, increase or decrease the ordered quantities, and/or make changes within the general scope of the Purchase Order with respect to any one or more of the following:  (a) applicable drawings, designs, or specifications, (b) methods of shipment or packing, and/or (c) place of delivery, delivery schedule and/or testing.

3.4.   If any such change(s) cause an increase or decrease in Seller’s actual cost of, or in the time reasonably necessary for performance of the Purchase Order, then an equitable adjustment shall be made in the Purchase Order price and/or delivery schedule, as the case may be.

3.5.   The party seeking such adjustment shall notify the other party in writing within thirty Days of Seller’s receipt of notice of the changes, describing specifically the adjustments sought. No claim for adjustment made after such thirty Day period shall be valid, unless such period is extended in writing by an Authorized Rogers Employee and a duly authorized employee of the Seller.

3.6.   Nothing in this Section 3 (including, without limitation, any pending disagreement regarding adjustments for such changes) shall excuse Seller from proceeding, immediately upon receipt of such changes, with the Purchase Order as changed or amended.

3.7.   Without prejudice to the foregoing, no right or privilege of a party to the Purchase Order may be waived or modified, except in writing executed by a duly authorized officer of such party. A party’s failure to insist upon performance of any term or condition hereof, or to exercise any right or privilege hereunder, or any waiver thereof, shall not be deemed a waiver of any other term, condition, right or privilege contained in the Purchase Order or any other purchase order, including these terms and conditions; nor shall be construed as a continuing waiver thereof.

4.PRICE AND STATED TERMS

4.1.   Seller shall sell to Rogers the Goods and/or Services at the prices and terms specified in the Purchase Order, provided that the Purchase Order is accepted by the Seller in accordance with Section 2 hereof..

4.2.   INTENTIONALLY OMITTED.

4.3.   INTENTIONALLY OMITTED.

4.4.   Prices stated in the Purchase Order are inclusive of all charges for packing, containers, insurance and transportation, except as otherwise specifically provided on the face hereof.

4.5.   Without prejudice to the other terms and conditions, prices offered and accepted are in Euros or USD and are not subject to escalation or adjustment of any kind for any reason except by mutual consent in writing, signed by an Authorized Rogers Employee and by a duly authorized officer of Seller.

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5.TAXES

5.1.   Except as otherwise expressly provided herein or as required by any applicable law, Seller agrees to pay any applicable tax, except for sales taxes (VAT), which may be imposed upon the Goods and/or Services.

5.2.   All of the applicable sales taxes to a purchase of Goods and/or Services by Rogers and paid by Seller must be included and shown separately on its invoice to Rogers.

6.INVOICES

6.1.   Invoices shall be submitted in duplicate and shall contain the following information: Purchase order number, item number, description of item, quantities, unit price, extended totals, and Seller’s packing slip number, in addition to any other information specified elsewhere herein. However, any term and condition appearing on the face or the back of an invoice or accompanying it and deviating from the Purchase Order or from these terms and conditions, hereby is deemed to be protested or objected by Rogers.

6.2.   Seller shall provide Rogers with bills of lading, express receipts, or other proof of delivery upon request.

6.3.   Payment of Seller’s invoice shall not constitute acceptance of the Goods or Services, and shall be subject to adjustment for errors, shortages, hidden or obvious defects, or any failure of Seller to meet the requirements of the Purchase Order.

6.4.   Upon notice to Seller, Rogers may at any time withhold, deduct or set off from any part of the price due under the Purchase Order or any other purchase order of Rogers all or any portion of the damages resulting from any breach of a material term or condition contained herein, and/or any amount owed to Rogers by Seller or any of its affiliates, whether or not arising out of or related to the transaction which is the subject of the Purchase Order.

6.5.   Rogers shall issue payment sixty (60) Days from due date, or from actual delivery date of goods or completion of services, whichever is later.

6.6.   Late payment interests may only be charged (but will accrue as of the payment date)  if Rogers fails to pay within thirty (30) Business Days after having received a notice of non-payment in writing.

7.UNDER- AND OVER SHIPMENTS

7.1.   Rogers will pay only for quantities ordered; provided that inadvertent overshipments of less than 10%, or undershipments of more than 10%,  of the relevant Purchase Order shall be honored by Rogers.

7.2.   If the over shipment on any Purchase Order exceeds 10%, then up to the entire overshipment (at Rogers’ discretion) may be held at Seller’s risk and expense for a reasonable time awaiting shipping instructions.

7.3.   If the over shipment on any Purchase Order exceeds 10%, then return shipping and insurance charges and any other expenses (related to the return) for the entire overshipped quantities in the relevant Purchase Order) will be at Seller’s expense.

8.PACKING AND SHIPMENT

8.1.   Unless otherwise specified, the Goods shall be packed, packaged, marked and otherwise prepared for shipment in a manner which is: (i) in accordance with good commercial practice, (ii) acceptable in common carriers for shipment at the lowest applicable rate and in accordance with applicable laws and regulations, and (iii) adequate to insure safe arrival of the Goods at the named destination.

8.2.   Seller shall mark all containers with necessary lifting, handling and shipping information, the Purchase Order number and the date of shipment.  An itemized packing slip shall accompany each shipment. Failure to provide packing slips may result in excusable delay in processing Seller’s invoices; furthermore, in any such case, Rogers’ count shall be accepted as conclusive.

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8.3.   For purposes of calculating early payment, cash or similar discounts, the period for payment shall be computed either from the date of delivery and acceptance of the Goods and/or Services ordered, or the date of receipt of correct and proper invoices, prepared in accordance with the terms of the Purchase Order, whichever date is later, until the date of mailing of Rogers’ check to Seller.

9.DDP POINT / TITLE

9.1.   Unless otherwise specially provided on the face of the Purchase Order, or otherwise agreed to in writing by Rogers and the Seller, the Goods shall be delivered on a Delivered Duty Paid (as defined in Incoterms)basis to Rogers’ designated address.

9.2.   Title to the Goods and/or Services shall pass to Rogers upon delivery, subject to Rogers’ satisfactory testing and inspection of the same.

10.INSPECTION and ACCEPTANCE

10.1.   The Goods and/or Services shall be subject to inspection and testing by Rogers to the extent practicable at all places and times, including the period of manufacture, and in any event, prior to final acceptance.

10.2.   If inspection or test is made by Rogers at Seller’s premises, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Rogers’s inspections.

10.3.   No inspection or test made prior to the final inspection and acceptance at destination shall relieve Seller from responsibility for any defects or other failure to meet the requirements of the Purchase Order.

10.4.   In case the Goods or Services are defective in material or workmanship, or otherwise not in conformity with the requirements of the Purchase Order, Rogers will notify Seller within 15 days after establishing of apparent visual shipping damage. Rogers shall have the right, either to reject them without correction, or require their correction, or accept them with an adjustment in price, or return them to Seller for full credit.  Any item which has been rejected or required to be corrected shall be replaced or corrected by and at the expense of Seller promptly after notice.

10.5.   If after Rogers’ request, Seller fails to promptly replace or correct any defective item within the delivery schedule, Rogers may

(i) replace or correct such item and charge to Seller the cost occasioned thereby, or

(ii) give Seller seven (7) days’ notice of such failure, and, if the Seller fails to remedy same within such seven (7) day period, then Rogers then may unilaterally declare the Agreement terminated immediately and ipso jure, without court intervention in accordance with the Termination for Cause provisions of Section 16.2, and demand payment of damages for an amount of 12% of the price specified in the Purchase Order (notwithstanding Rogers' right to demand the actual damages if higher); or

(iii) require an appropriate reduction in price.

10.6.   Notwithstanding any prior inspections or payments (partial or in full) hereunder, the Goods and/or Services shall be subject to final inspection at Rogers’s plant (or other destination designated by Rogers) within a reasonable time after delivery.  Seller shall provide and maintain an inspection system which is acceptable to Rogers.  Records of all inspection work shall be kept complete and available to Rogers during the performance of the Purchase Order and for such further period as Rogers may determine.

11.DELIVERY

11.1.   Time is of the essence.

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11.2.   In the case of non-observance of the material terms of delivery contained in the Purchase Order (in the case of Goods) or of the start and completion dates contained in the Purchase Order (in the case of Services), if the Seller fails to remedy same within seven (7) days following written notice of such non-observance, Rogers shall, at its option be entitled either to demand performance of the Agreement and payment of damages for delayed delivery for an amount of 12% of the price specified in the Purchase Order (notwithstanding Rogers' right to demand for the actual damages if higher), or to unilaterally declare the Agreement terminated immediately and ipso jure, without court intervention and to demand payment of damages for an amount of 12% of the price specified in the Purchase Order (notwithstanding Rogers' right to demand for the actual damages if higher).

Rogers is entitled to deduct any damages from the price due to Seller on the basis of any agreement with Seller.

12.WARRANTY

12.1.   In addition to any warranty implied by fact or law, Seller expressly hereby warrants for twelve (12) months from acceptance (or such longer time as Seller otherwise may have offered or provided) that the Goods and/or Services to be delivered or performed hereunder shall be free from defects in workmanship, material and manufacture, shall comply strictly with the requirements of the Purchase Order, including any drawings or specifications incorporated herein or samples furnished by Rogers or Seller, and, where design is Seller’s responsibility, shall be free from defects in design.

12.2.   Seller further warrants that the Goods and/or Services ordered hereunder shall be merchantable and shall be fit, suitable and sufficient for the purpose for which intended, that it has the right to convey same to Rogers, and that the Goods and/or Services are free of all liens and encumbrances.

12.3.   Rogers cannot be deemed to have accepted apparent defects unless Rogers has failed to notify such defects to Seller within thirty Business Days as from the date of delivery.

12.4.   Without prejudice to the protection and the remedies of Rogers by the provisions of the law, if Goods and/or Services pursuant to this Purchase Order are within one year after acceptance found not to be as warranted, Rogers may request Seller, at Seller’s expense, to correct, repair, replace, credit or refund, as Rogers shall elect in writing.

12.5.   Any Goods or Services corrected or furnished by Seller in replacement of the same shall also be subject to all the provisions of the Purchase Order and entitled to warranties to the same extent as the Goods and/or Services initially furnished hereunder, starting from the date of correction, repair or replacement.

12.6.   All warranties hereunder shall survive inspections, tests, acceptance of and payment by Rogers.

12.7.   All warranties hereunder shall run to Rogers and to its successors and assigns.

12.8.   All remedies under the Purchase Order shall be cumulative and not alternative and are without prejudice to the remedies available to Rogers by law.

13.ASSIGNMENT  No part of the Purchase Order may be assigned or subcontracted by Seller without the prior written approval of an Authorized Rogers Employee.

14.INTELLECTUAL PROPERTY INDEMNIFICATION  Seller represents and warrants to Rogers that no use or sale of any item to be delivered hereunder, alone or in any combination recommended or specified by Seller, and no service supplied or work performed hereunder by Seller, its agents, employees or representatives, will infringe any U.S. or foreign patent, copyright, trademark, service mark or other intellectual property.  Seller agrees to indemnify and hold Rogers and its customers harmless from and against any and all costs, damages, and expenses (including without limitation prompt reimbursement of legal fees and expenses, expended or incurred by Rogers to defend itself therefrom or otherwise as a consequence thereof) and all judgments and decrees resulting from any actual or alleged infringements or contributory infringement of any U.S. or foreign patent, copyright,  trademark, service mark or other intellectual property by such use or sale of any such item or by any services supplied or work performed hereunder by Seller, its agents, employees or representatives. Other than for trade mark or service mark infringements, Rogers and its customers shall not be entitled to make any claims under this clause for infringements known by Rogers with respect to the products as described in Exhibit B as long as the features of the products as described in Exhibit B  have not been changed.

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15.COMPLIANCE MATTERS AND OTHER INDEMNIFICATION

15.1.   To the extent that Seller’s agents, employees, representatives or subcontractors enter upon Rogers's premises, Seller agrees to indemnify and save harmless Rogers of and from any and all loss, claim, damages, liability, cost, expense (including legal fees and expenses), and any cause of action whatsoever, arising out of or in connection with any act or omission of Seller, its agents, employees, representatives or subcontractors.

15.2.   Seller shall maintain and provide proof to Rogers, as requested, of General Liability Insurance and Worker’s Compensation Insurance.

16.TERMINATION

16.1.   Rogers reserves the right to terminate the Purchase Order at its convenience. Immediately upon notice thereof, Seller shall stop all work and observe any instructions from Rogers as to work in process, and Rogers shall pay Seller an equitable adjustment for work already performed.

16.2.   Rogers may also terminate the Purchase Order for cause immediately, and without liability of any kind and without waiving any other of its rights and remedies, whether at law for damages, in equity or both (“Terminate for Cause” or “Termination for Cause”) in the event of: (i) a breach by Seller of any of the material terms or conditions hereof, (ii) failure by Seller to provide Rogers with adequate assurance of due performance upon written demand by Rogers when reasonable grounds for insecurity have arisen, including, without limitation, a failure to meet delivery, production or other performance schedules, or (iii) upon Seller’s bankruptcy or insolvency.  In such event, Rogers shall not be liable to Seller for any amounts, and Seller shall be liable for and shall hold Rogers harmless from, any damage, cost and expense occasioned by Seller’s breach or default (including, without limitation, legal fees and expenses).

If it should be determined that a Termination for Cause by Rogers has been improper,then such termination shall be deemed to have been for Rogers’ convenience, and treatedfor all purposes as set forth in Section 16.1, with no other liability than as expressly statedtherein.

17.GIFTS

If Rogers determines that gratuities (in the form of entertainment, gifts or otherwise) were offered or given by Seller to any employee, agent or representative of Rogers with a view towards securing a contract or securing favorable treatment with respect to the awarding, amending or the making of any determination with respect to the performance of such contract, Rogers may Terminate for Cause by notice to Seller pursuant to Section 16.2.

18.ELECTRONIC TRANSACTIONS

Seller and Rogers agree to conduct the transactions governed by these terms and conditions by electronic means except: (i) as to matters where a manual signature of an Authorized Rogers Employee is required hereby; and (ii) Rogers’ liability hereunder  may not be increased or expanded except by an amendment or waiver complying with the terms of Section 3 bearing the manual signature of an Authorized Rogers Employee.

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19.MISCELLANEOUS

19.1.   If any provision (or part thereof) of these terms and conditions is found by any competent authority to be void or unenforceable, such provision (or part thereof) shall be deemed to be deleted from these terms and conditions and the remaining provisions (or other parts thereof) of these terms and conditions shall continue to have full force. Seller and Rogers shall then negotiate in good faith in order to agree the terms of mutually satisfactory provisions to be substituted for the provisions (or parts thereof) found to be void and unenforceable.

19.2.   Captions are for convenience only, and shall not be deemed part of the Purchase Order, nor be taken into consideration in the interpretation hereof.

20.APPLICABLE LAW AND DISPUTE RESOLUTION

20.1.   Disputes arising out of or in connection with any agreement to which these terms and conditions are applicable, shall be exclusively settled by the courts of the legal district of Ghent.

These terms and conditions and any relationship to which these terms and conditions apply shall be governed, construed, interpreted, enforced by, and the relations between Rogers and Seller shall be determined in accordance with the Belgian laws, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (those of Belgian, foreign or international nature) that would cause the laws of any other jurisdiction to be applicable, nor to the UN Convention of Vienna on Contracts for the International Sale of Goods (dated 11 April 1980).

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EX-10.5

Exhibit 10.5

SECOND RANKING SHARE PLEDGE AGREEMENT

BETWEEN:

INDUFLEX HOLDING

(the Pledgor)

AND:

ROGERS CORPORATION,

(the Beneficiary)

WITH RESPECT TO THE SHARES IN

ROGERS INDUFLEX NV

31 October 2008

SECOND RANKING SHARE PLEDGE AGREEMENT

BETWEEN:

(1) INDUFLEX HOLDING, a Belgian company with registered office at Ottergemsesteenweg 799, 9000 Ghent (Belgium) and registered with the Crossroads ING Bank of Enterprises under enterprise number 0807.149569,

(the "Pledgor" or the “Buyer”);

AND:

(2) ROGERS CORPORATION, a Massachusetts corporation having its headquarters at One Technology Drive, Rogers, CT 06263,

(the "Pledgee" or the "Beneficiary");

WHEREAS:

(A) On 31 October 2008, the Pledgor as the buyer and the Pledgee as the seller have entered into a stock purchase agreement with respect to all of the shares in Rogers Induflex NV (formerly UCB Induflex NV), a company limited by shares ("naamloze vennootschap" / "société anonyme") incorporated and validly existing under Belgian law, with registered offices at Ottergemsesteenweg 799, 9000 Ghent (Belgium) and registered with the Crossroads Bank of Enterprises under enterprise number 0427.693.784 (the "Company") (the "Stock Purchase Agreement").

(B) Pursuant to Article 2.f (Purchase and Sale of Shares - Security and Subordination) of the Stock Purchase Agreement, the Pledgor has undertaken to secure all amounts payable by it under the Stock Purchase Agreement by way of a pledge on the shares in the Company.

(C) The Pledgor owns 6,036 registered shares in the Company, representing 100% of the issued shares of the Company.

(D) On or around 31 October 2008, the Pledgor and ING Bank have entered into a first ranking share pledge agreement with respect to 100% of the shares in the Company (the "First Ranking Share Pledge Agreement") as security for any and all obligations owing by the Pledgor to ING Bank arising out of or in connection with a credit agreement between the Pledgor and ING Bank dated 31 October 2008.

(E) It is a condition under the Stock Purchase Agreement that this second ranking pledge be granted by the Pledgor, subject to the terms and the conditions of this agreement (the "Agreement").

IT HAS BEEN AGREED AS FOLLOWS:

1.   DEFINITIONS

1.1   Definitions

In this Agreement, unless the context otherwise requires:

1872 Law means the Belgian law of 5 May 1872 on commercial pledges.

2004 Law means the Belgian law of 15 December 2004 on financial collateral.

Enforcement Event means a breach by Buyer of any of its obligations and liabilities vis-à-vis the Beneficiary pursuant to Clause 2(b) (ii), (iii) and (iv) or pursuant to Clause 2(g) of the Stock Purchase Agreement provided that the Pledgor does not dispute the underlying claim or that the Pledgor has been ordered to pay the underlying claim (in whole or in part) in accordance with the provisions of Clause 9.f of the Stock Purchase Agreement.

Enforcement Notice means a written notice from the Pledgee to the Pledgor by which the Pledgee notifies the Pledgor of the occurrence of an Enforcement Event and of its intention to enforce the Pledge upon the expiry of the Notice Period.

First Ranking Share Pledge Agreement has the meaning set out in the recitals to this Agreement.

Notice Period means the period starting from the date of the issuance of the Enforcement Notice to the date falling 5 business days after such date of issuance.

Pledge means the second ranking pledge over the Shares created pursuant to or arising under this Agreement.

Secured Liabilities means any and all obligations and liabilities of the Pledgor vis-à-vis the Beneficiary pursuant to Clause 2(b) (ii), (iii) and (iv) or pursuant to Clause 2(g) of the Stock Purchase Agreement.

Shares means the 6,036 registered shares numbered 1 to 6,036 inclusive that the Pledgor currently owns in the Company.

Stock Purchase Agreement has the meaning set out in the recitals to this Agreement.

A Clause is a reference to a clause of this Agreement.

In this Agreement, each reference to a document will be deemed to be a reference to such document as amended, extended and/or supplemented from time to time.

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1.2   Successors

The expressions Beneficiary and Pledgor include their respective successors.

1.3   Headings

Clause headings are inserted for convenience of reference only and will not serve to interpret this Agreement.

2.   PLEDGE

2.1 The Pledgor hereby grants to the Beneficiary a second ranking pledge ("pand in tweede rang" / "gage de second rang") over the Shares, ranking immediately after the pledge on the Shares granted to ING Bank under the First Ranking Share Pledge Agreement, as a continuing security for the due performance of the Secured Liabilities. The Pledgor and the Beneficiary acknowledge that the obligations of the Pledgor under this Clause 2 are of a commercial nature and that this Agreement henceforth constitutes a commercial pledge in accordance with the 1872 Law and an in rem security agreement in accordance with the 2004 Law.

3. THE SHARES

3.1 The Shares are in registered form. The Pledgor will not permit the conversion of the Shares into book-entry or dematerialized form.

3.2 The Pledgor will arrange for the following notice to be recorded and dated in the Company's share register and signed therein on behalf of the Pledgor and the Beneficiary simultaneously with the execution hereof:

"6.036 aandelen op naam, genummerd van 1 tot en met 6.036  zijn in tweede rang in pand gegeven ten voordele van ROGERS CORPORATION overeenkomstig de overeenkomst tot inpandgeving van aandelen in tweede rang ("Second Ranking Share Pledge Agreement") afgesloten op [datum]. Dit pand volgt in rang onmiddellijk na het pand verschaft aan ING Bank overeenkomstig de overeenkomst tot inpandgeving van aandelen afgesloten op [date] (First Ranking Share Pledge Agreement). Deze inpandgeving in tweede rang werd ingeschreven op [datum]."

The Beneficiary hereby appoints the Pledgor as its special attorney for the purpose of recording the pledge in the Company's share register,

4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

4.1 Representations and warranties

The Pledgor represents and warrants to the Beneficiary that:

(a) it is the owner of the Shares and has not granted any security interest in respect of the Shares save for the first ranking pledge granted by the Pledgor to ING Bank under the First Ranking Share Pledge Agreement.

(b) this Agreement constitutes legally binding obligations for the Pledgor, enforceable in accordance with its terms and creates a valid second ranking pledge over the Shares; and

(c) the Shares are capable of being pledged hereunder without the consent of the Company, or any third party, save for the consent required from ING Bank under the First Ranking Share Pledge Agreement, which has been duly and validly obtained.

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4.2 Undertakings

At any time and until the Pledge will have been finally discharged in accordance with Clause 8 (Discharge of the Pledge) the Pledgor:

(a) will procure that the Shares will at all times represent 75% + 1 of the voting rights attached to all shares of the Company;.

(b) not allow that additional shares are created unless such shares are subscribed to at fair market value.

(c) undertakes not to create or permit the existence of any security interest in respect of the Shares or any part thereof (unless ranking behind the Pledge and except for the first ranking pledge granted by the Pledgor to ING BANK under the First Ranking Share Pledge Agreement) without the prior written consent of the Pledgee.

(d) shall procure that no executory seizure ("uitvoerend beslag" / "saisie exécutoire") will be made on the Shares and that any conservatory seizure ("bewarend beslag" / "saisie conservatoire") thereon will be lifted within 90 days of it first being made.

(e) will cooperate with the Beneficiary and sign or cause to be signed all such further documents and take all such further action as the Beneficiary may from time to time reasonably request to create, perfect and protect the Pledge and to carry out the provisions and purposes of this Agreement.

(f) will not take any initiative, adopt or vote in favour of any resolutions to dissolve the Company, and defend (and procure the Company to defend) any third claims seeking to obtain the dissolution of the Company.

(g) shall procure that (i) the Shares remain free and clear of any security interest save for the provisions of the first ranking pledge granted by the Pledgor to ING Bank under the First Ranking Share Pledge Agreement (ii) that there are no limitations, whether pursuant to the Articles or to any agreement, to the transferability of the Pledged Assets or to the exercise of the voting rights attached to the Shares (iii) that the Shares are not certificated and (iv) that there is no cause for suspension of the voting rights attached to the Shares.

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5. RIGHTS ATTACHING TO THE SHARES

5.1 Voting Rights

(a) As long as no Enforcement Event has occurred, the Pledgor will be entitled to exercise its voting rights in respect of the Shares in a manner which is not inconsistent with any provision of this Agreement.

(b) If an Enforcement Event has occurred, and subject to the provisions of the First Ranking Share Pledge Agreement, the Pledgor will cast the votes attaching to its Shares in accordance with the Beneficiary's instructions, which instructions the Pledgor will seek in due time.

5.2 Cash and non-cash returns on the Shares

(a) If and as long as no Enforcement Event has occurred, all dividends on the Shares will be paid to the Pledgor.

(b) Subject to the provisions of the First Ranking Share Pledge Agreement, in the event that an Enforcement Event has occurred, all dividends and any other cash return on the Shares will be paid exclusively to the Beneficiary, which will apply the same towards the Secured Liabilities.

(c) The Pledge will not in any way be affected by any regrouping or split of the Shares or by any similar transaction and the securities resulting from any such transaction will be part of the Shares.

6. CONTINUING SECURITY AND OTHER MATTERS

6.1 Continuing Security

(a) The Pledge will be a continuing security for the due performance of the Secured Liabilities, and will remain in force until expressly released in accordance with Clause 8 (Discharge of the Pledge).

6.2 Rights Additional

All the rights of the Beneficiary pursuant to this Agreement will be in addition to any other right vested in the Beneficiary and all such rights may be exercised from time to time and as often as the Beneficiary may deem expedient. The Pledgor waives any right it may have of first requiring the Beneficiary to proceed against or claim payment from any other party, or enforce any guarantee or security before enforcing the Pledge.

6.3 Preservation of the Pledge in the event of novation

In accordance with Articles 1278 to 1281 (inclusive) of the Belgian Civil Code and without prejudice to the scope of the Secured Liabilities, the Pledgor and the Beneficiary agree that in the event of novation of all or any part of the Secured Liabilities or the change or replacement of the Beneficiary, the Pledge will be maintained automatically, without any further formality or consent, to secure the Secured Liabilities as novated, in favour of the Beneficiary.

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6.4 Waiver

In general, and to the extent applicable, the Pledgor waives the benefit of Articles 1285, 2022, 2026 and 2037 of the Civil Code.

7. ENFORCEMENT

Following the occurrence of an Enforcement Event which has not been cured during the Notice Period, and subject to the provisions of the First Ranking Share Pledge Agreement, the Beneficiary will have the right, upon expiry of the Notice Period:

(i) to enforce the Pledge in accordance with the legal provisions applicable to the enforcement of a pledge of shares at the time of such enforcement;

(ii) and in particular,

- to realize ("uitwinnen" / "réaliser") the Shares, without prior judicial consent, to exercise its priority on the Shares, and to dispose of the Shares in accordance with the applicable Belgian regulations, in particular Article 8, §1 of the 2004 Law, as applicable at the moment of the realization ("uitwinning" / "realisation") of the Shares;

- notwithstanding the rights of the Beneficiary as set out in the paragraph above and in accordance with Article 8, §2 of the 2004 Law, to appropriate itself ("zich toe-eigenen" / "s’approprier") the Shares. An independent auditor from a reputable firm jointly appointed by the Pledgor and the Pledgee, or if no agreement can be reached on the identity of the auditor, by the president of the Instituut der Bedrijfsrevisoren / Institut des Reviseurs d'Entreprise at the first request of either Party, shall, within a timeframe of one month, determine, in a final manner and without recourse, the fair market value of the Shares taking into account customary valuation methods. Should the value of the appropriated Shares be higher than the outstanding amount of the Secured Liabilities secured by this Agreement, then the Beneficiary can only appropriate itself such part of the Shares as corresponds to the outstanding amount of the Secured Liabilities secured by this Agreement. The Beneficiary unilaterally determines which Shares it will appropriate itself.

8. DISCHARGE OF THE PLEDGE

8.1 The Pledge will be discharged by, and only by, the express release thereof granted by the Beneficiary, in accordance with the provisions of the Stock Purchase Agreement or by means of final court decision or arbitral award, which can no longer be appealed, ordering the release of the Pledge.

8.2 The Beneficiary shall grant an express release of this Pledge, promptly upon demand of the Pledgor, as soon as all Secured Liabilities shall have been finally discharged, it being understood that all Secured Liabilities shall have been discharged if either the obligations of the Pledgor pursuant to Clause 2 (b) (ii), (iii) and (iv), either the obligations of the Pledgor pursuant to Clause 2(g) shall have been discharged. The Beneficiary shall inform the Company of such release, and shall provide the Pledgor with a power of attorney in favour of the Pledgor or any person designated by it for the purpose of recording the release of the Pledge in the Company's share register. Forthwith upon such release being granted, the Beneficiary shall return to the Pledgor the other Shares, if any, and the Pledgor shall take delivery thereof.

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8.3 Any release or discharge of the Pledge will be null and void and without effect if any payment received by the Beneficiary and applied towards satisfaction of all or part of the Secured Liabilities is avoided or declared invalid as against the creditors of the maker of such payment and the Beneficiary will be entitled to enforce the Pledge as if such release or discharge had not occurred.

9. EXPENSES

All expenses and duties in connection with this Agreement shall be borne in accordance with Clause 9 §h) of the Stock Purchase Agreement.

10. GENERAL

10.1 Notices

All notices or other communications under or in connection with this Agreement will be given in accordance with clause 9.a (General Provisions Notices) of the Stock Purchase Agreement.

10.2 No Waiver

No failure or delay by the Beneficiary to exercise any right, power or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise or waiver of any right, power or remedy. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

10.3 Severability

Each of the provisions of this Agreement is several and distinct from the others and if at any time one or more of such provisions is or becomes invalid, illegalor unenforceable the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby.

In case of any such illegality, invalidity or unenforceability, the parties will negotiate in good faith with a view to agreeing on the replacement of such provision by a provision which is legal, valid and enforceable and which is to the fullest extent practicable in accordance with the intents and purposes of this Agreement and which in its economic effect comes as close as practicable to the provision being replaced.

10.4 Counterparts

This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

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10.5 Governing Law

This Agreement will be governed by and interpreted in accordance with Belgian law.

10.6 Jurisdiction

All disputes arising in connection with this Agreement shall be settled exclusively by the courts of Ghent.

Made in 2 originals, one of which will be held by the Pledgor and one of which will be held by the Beneficiary, on 31 October 2008.

Induflex Holding NV

as Pledgor

/s/ Hans Vanoorbeek                                                                           

Name:  Hans Vanoorbeek, as Managing Director of Gevepe BVBA

Title:   Managing Director

ROGERS CORPORATION

as Beneficiary

/s/ Luc Van Eenaeme                                                                           

Name:  Luc Van Eenaeme

Title:   Vice President Europe

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EX-10.6

Exhibit 10.6

PRODUCTION LICENSE AGREEMENT

This Production License Agreement ("Agreement") is made as of this 31st day of October, 2008, by and between Rogers Induflex NV (which will be renamed “Induflex NV” shortly after the acquisition of its shares as of the date hereof, as described below), a Belgian corporation having its registered office at Ottergemsesteenweg 799, 9000 Ghent, Belgium and registered with the Crossroads Bank of Enterprises under enterprise number 0807.149.569 (the “Company”), and Rogers Corporation, a Massachusetts corporation (“Rogers”).

WHEREAS, pursuant to that certain Stock Purchase Agreement, of even date herewith (the “Stock Purchase Agreement”), Induflex Holding NV (“Holding”) has agreed to purchase from Rogers all of the issued and outstanding shares of capital stock of the Company;

WHEREAS, the Company has developed certain methodology relating to the design, development and manufacture of multilayer laminates comprised of layers of any of the following products: Mylar, Tedlar and adhesives used in insulation of bus bars currently used by the Company to manufacture the products set out on Exhibit A hereto (collectively, “Busbar Insulation Laminates”), as manufactured by Rogers and/or its Affiliates (as such term is defined herein) and was until the date of the Stock Purchase Agreement the owner of certain expertise, Know-how (as defined herein) and trade secrets pertaining thereto;

WHEREAS, Rogers owned certain technology for the production of Busbar Insulation Laminates prior to its acquisition of the Company, and desires to retain the right to use that technology for its own use (but not transfer it to others), and further desires to eliminate any question as to its legal right to do so; and

WHEREAS, as a part of Roger’s sale of the Company to Holding, Rogers is requiring that the Company grant to Rogers and its Affiliates a non-exclusive license to use certain Intellectual Property (as defined herein) of the Company in order to manufacture the Busbar Insulation Laminates under certain circumstances, upon the terms and conditions set forth herein, to insure that Rogers has such license to use even though it did not retain such rights from prior to its acquisition of the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.  DEFINITIONS.  In this Agreement, the following words and expressions shall have the meanings set opposite each respectively:

“Affiliate” means (a) an entity which is controlled by, controls, or is under common control with another entity, (b) an entity owning a majority of the voting securities of another entity, and (c) an entity a majority of whose voting securities is owned by the other entity.

“Busbar Insulation Laminates” has the meaning set forth in the recitals.

“Confidential Information” has the meaning set forth in Section 5.1.

“Disclosing Party” has the meaning set forth in Section 5.1.

“Know-how” means the knowledge and experience of the Company, its employees and contractors, relating to and which may be relevant to the manufacture of the Busbar Insulation Laminates, including without limitation any and all processes, documents, reports, operating and testing procedures, technical data, know-how, confidential information, instructions, formulae, blueprints, and other knowledge and information, whether similar or dissimilar to any of the foregoing, and whether or not in any way recorded, and howsoever recorded, relating or relevant to the development, manufacture, and/or use of the Busbar Insulation Laminates.

"Intellectual Property" means any and all Know-how, inventions, patents, registered and unregistered designs, utility models, prototypes, copyrights, design rights, technical knowledge, trade secrets, methods of manufacture, plans, drawings, sketches, blueprints, specifications, data and any other commercial property rights and where applicable, any applications for any of the foregoing and the right to apply therefor in any part of the world insofar as the same may be used or usable herein for the production of the Busbar Insulation Laminates, owned by the Company that are being acquired by Holding in connection with the Stock Purchase Agreement .

“Qualified Supplier” means a supplier of Busbar Insulation Laminates which has previously been qualified by Rogers or its Affiliate as such.

“Receiving Party” has the meaning set forth in Section 5.1.

“Stock Purchase Agreement” has the meaning set forth in the recitals.

2.  LICENSE.  Subject to the terms and conditions of this Agreement, the Company hereby grants to Rogers and its Affiliates, during the term hereof, a non-exclusive,  irrevocable, worldwide, fully paid, royalty free, non-transferable license to use any and all Intellectual Property (specifically including Know-how) belonging to the Company for the manufacture, by Rogers and its Affiliates, solely for Rogers and/or its Affiliates’ own use, of the Busbar Insulation Laminates.  The Company agrees that upon the expiration of the term hereof, the Company nevertheless shall continue to allow Rogers and/or its Affiliates to use the Intellectual Property solely for Rogers and/or its Affiliates’ own use to manufacture products incorporating the Busbar Insulation Laminates.  Rogers agrees that all improvements, developments, new inventions, additions, new products or processes involving the Busbar Insulation Laminates and new technology which may be conceived, devised or developed by the Company after the date hereof shall belong to, be owned by and inure to the benefit of the Company.

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3.  ACCESS TO RAW MATERIALS.  For the first three (3) years of the term hereof, in the event of a shutdown in the Company’s production of Busbar Insulation Laminates, whether or not caused by any fault of the Company, Rogers and its Affiliates shall have the right to purchase from the Company, at cost, upon request from Rogers or such Affiliate, such amount of any raw material(s) used in the manufacture of the Busbar Insulation Laminates as, in Rogers’ view, may be necessary to exercise its rights hereunder during the period of such shutdown.  Immediately upon  any such request from Rogers, the Company  shall inform Rogers in writing the extent of  its then existing supply of such raw material, and shall deliver the requested amounts to Rogers, at Rogers’ sole expense, in the manner and at the time(s) required by Rogers.

4.  REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITY.

4.1.  Each party represents and warrants to the other, as of the date hereof, that it has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

4.2.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.3.  In no event shall either party be liable to the other party for incidental, indirect, punitive or special damages or for any economic consequential damages (including, without limitation, lost profits), regardless of whether a claim is for breach of contract, warranty or tort (including negligence), and regardless of whether such party has been advised of the possibility of such damages; except in the event of an intentional violation hereof.

5.  CONFIDENTIALITY.

5.1.  Pursuant to this Agreement, a party may disclose (the “Disclosing Party”) to the other party (the “Receiving Party”) information and/or material it considers proprietary and confidential, which disclosures shall be in writing and marked as “Proprietary” or “Confidential.”  If the Disclosing Party discloses proprietary or confidential information visually, orally or in any other manner incapable of physical marking to the Receiving Party, the Disclosing Party shall inform the Receiving Party that such information is proprietary and confidential at the time of the disclosure, shall reduce the proprietary or confidential information to writing and mark it as such, and send the writing to the Receiving Party within thirty (30) days of the disclosure.  Information and/or material disclosed and marked in these manners shall hereafter be referred to as “Confidential Information.”  The Receiving Party shall not use the Confidential Information for any purpose other than for the purposes of this Agreement, and shall not disclose the Confidential Information to any third party except with the express prior written consent of the Disclosing Party, and then only upon binding such third party in writing to the same extent that the Receiving Party is hereby bound.  The Receiving Party shall use not less than the degree of care used to prevent disclosure of its own proprietary and confidential information to prevent the disclosure of the Disclosing Party’s Confidential Information.  In no event, however, shall the Receiving Party use less than a reasonable degree of care.

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5.2.  The obligations of non-use and confidentiality set forth in Section 5.1 shall not  apply to Confidential Information that (a) on the date of disclosure is in the public domain; (b) is published or otherwise becomes part of the public domain through no fault of the Receiving Party after the date of the disclosure; (c) the Receiving Party can show is received by it without an obligation of confidentiality from a third party; or (d) the Receiving Party is required to disclose to a third party by virtue of a court order or a statutory obligation; provided that notice is given by the Receiving Party to the Disclosing Party reasonably in advance of any such disclosure to enable the Disclosing Party to take appropriate steps to protect its confidential or proprietary information.  The Receiving Party shall have the burden of proving that this Section 5.2 applies to any Confidential Information received by it.

6.  FORCE MAJEURE.  No failure or omission by either party in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement nor create any liability if the same shall be caused by any event or circumstance beyond the reasonable control of such party including, but not restricted to, the following, which, for the purpose of this Agreement, shall be regarded as beyond the control of the party in question: Acts of God; acts or omissions of any government or any agency thereof; compliance with rules, regulations or orders of any governmental authority or any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; acts of the public enemy; war; rebellion; insurrection; riots; sabotage; invasion; quarantine restrictions; strikes; lockout; disputes or differences with workmen; transportation embargoes or failures or delays in transportation.

7.  TERM; TERMINATION.

7.1.  The term of this Agreement shall begin on the date hereof and shall remain in full force in effect thereafter until December 31, 2033, unless sooner terminated pursuant to Sections 7.2 or 7.3.

7.2.  Either party may, at its own option, terminate this Agreement on written notice to the other party in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the other party, or in the event of the appointment, with or without consent, of an assignee or a receiver for the benefit of the creditors of such other party, which events are not dismissed within ninety (90) days.

7.3.  Either party may terminate this Agreement upon written notice to the other in the event of any material breach of this Agreement by the other party that is not cured within sixty (60) days after written notice to such other party explaining the breach in reasonable detail.

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7.4.  The parties acknowledge and agree that the terms of Sections 5, 6 and 8 shall survive termination of this Agreement for any reason.

7.5.  The license granted hereunder shall terminate upon any termination of this Agreement, subject to the right of Rogers and/or its Affiliates to require fulfillment of any outstanding order for raw material pursuant to Section 3.

8.  MISCELLANEOUS.

8.1.  This Agreement and performance of the obligations hereunder shall be governed by, and construed in accordance with, the laws of Belgium.  Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach or invalidity thereof, will be settled by arbitration in accordance with the provisions of Section 9(f) of the Stock Purchase Agreement, which are incorporated herein by reference, mutadis mutandis, as if they were expressly set forth herein.  The parties expressly reject the applicability to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.  This Agreement may be translated into languages other than the English; provided, that in the event of conflict, the English language version shall control.

8.2.  This Agreement shall be binding upon and inure for the benefit of the successors of the parties and their permitted assigns.

8.3.   Neither of the parties hereto may assign its respective rights or obligations under this Agreement without the written consent of the other; provided, that either party shall be entitled to assign any of all of its respective rights or obligations hereunder to that party's parent company, to its subsidiary or to another subsidiary of that party's parent company or in connection with its merger or consolidation or with the sale of substantially all of its assets utilized in the business to which this Agreement relates to a party who expressly assumes and agrees to perform all of the obligations of the assigning party.

8.4.  Nothing in this Agreement shall be deemed to constitute a partnership between the parties hereto or constitute any part of the agent or any other party for any purpose or entitle any party to commit or bind the other party (or any associate of that party) in any manner.

8.5.  This Agreement and the documents referred to herein represent the entire Agreement between the parties and supersedes any prior Agreement or understanding with respect thereto whether entered into by the parties hereto or otherwise.

8.6.  Any notice required to be given hereunder shall be in writing (in the English language) and will be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by telecopier (with confirmation of receipt in a manner permitted herein), or (iii) when received by the addressee, if sent by courier or other delivery service, in each case to the appropriate address and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other Parties).

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If to Rogers:

 Rogers Corporation

 One Technology Drive

 Rogers, CT 06263

 Facsimile No: +1-860-779-5585

 Attn.: Corporate Secretary

With  copies to:

 Burns & Levinson LLP

 125 Summer Street

 Boston, MA  02110

 Facsimile No:  +1-617- 345-3299

 Attn:  Samuel M. Shafner, Esq.

 Rogers BVBA

 Afrikalaan 188

 Gent, B-9000, Belgium

 Facsimile No: +32-9-235-3658

 Attn: Vice President, Europe

If to the Company:

 Induflex NV

 Ottergemsesteenweg 799,

 9000 Ghent, Belgium

 Facsimile No: +32-9-222-37-91

 Attn.: Joel Ludvigsen

8.7.  In the event that any of the provisions of this Agreement, or any word, phrase, sentence, clause or other party hereof, proves for any reason to be illegal or unenforceable, the provision or other part in questions shall be modified or deleted in such a way as to make this Agreement thereafter legal and enforceable to the fullest extent permitted under applicable laws, and the illegality or unenforceability of any provision or other part of this Agreement shall not affect the other provisions hereof, all of which shall remain in full force and effect notwithstanding any such illegality or unenforceability.

8.8.  No failure or delay on the part of either of the parties to exercise any of its rights hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right include any other or future exercise thereof.  Any waiver by any of the parties of any breach by either of the others of any of its obligations hereunder shall not affect its rights in the event of any further or additional breach or breaches.

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8.9.  No modification or amendment of the provisions of this Agreement shall be binding upon either party hereto unless in writing and signed by duly authorized officers of the respective parties.

8.10.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original and both of which together shall be deemed a single instrument. This Agreement shall be deemed effective upon the receipt by each party of an executed signature page hereto signed by the other, which may be transmitted by facsimile or electronic means.

IN WITNESS WHEREOF, the parties hereto have caused this Production License Agreement to be executed by affixing their signatures below.

	ROGERS INDUFLEX NV
Date	/s/ J. D. Ludvigsen
	By:  J. D. Ludvigsen
	Its:   Managing Director
	ROGERS CORPORATION
	/s/ Luc Van Eenaeme
	By:  Luc Van Eenaeme
	Its:   Vice President Europe

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Exhibit A

Products Utilizing Busbar Insulation Laminates

Type Lg nr	RM NR	Composition
Lg 4005	RM101200102600	75 u ADS/Tedl38 + coating
Lg 4006	RM161300402600 RM161300402053 RM161300402150 RM161300402300	190u A/2xTed38/2xcoating
Lg 4007	RM161300502600	50u ADS/2xTed38+2xcoating
Lg 4011		125uADS/Ted38 + coating
Lg 4017	RM101300502610	125uADS/2xTed+2xcoating
Lg 4019	RM101300602600	190u A/Ted38 + coating

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EX-10.7

Exhibit 10.7

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made as of the 31st day of October, 2008, by and among:

(1) INDUFLEX HOLDING NV, a Belgian company, with a registered office at 2000 Antwerp, Frankrijklei 78 and registered with the Crossroads Bank of Enterprises under enterprise number 0807.149.569 (the “Buyer”); and

(2) ROGERS INDUFLEX NV (formerly UCB Induflex NV, and soon to be renamed with a name omitting any reference to “Rogers”), a Belgian corporation having its registered office at Ottergemsesteenweg 799, 9000 Ghent, Belgium and registered with the Crossroads Bank of Enterprises under enterprise number 0427693784 (the “Company”); and

(3) ROGERS CORPORATION, a Massachusetts corporation having its headquarters at One Technology Drive, Rogers, CT 06263 (“Seller”).

WHEREAS:

(A)   The Buyer and the Seller have entered into that certain Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), providing for, among other things, the acquisition by Buyer of all of the issued and outstanding shares of the Company.

(B)   An important portion of the value of the Company resides in its know-how and other intellectual property, relating to the development, manufacture and sale of laminates, coated tapes and films for purposes of shielding, insulating, barring and identification (the “Business”), and the Buyer seeks to protect that intellectual property (which is also known to certain personnel of the Seller) from disclosure to third parties, and from use by the Seller in ways other than those permitted by the various agreements between Seller and the Buyer and/or the Company, including without limitation the Production License Agreement between the Company and the Seller, and the Non-Competition Agreement between the Buyer and the Seller, both of even date herewith.

(C)   Seller likewise has an interest in making sure that confidential information relating to the Seller and not primarily to the Company which may remain in the possession of the Company and/or its personnel not be disclosed by the Company to third parties or used for purposes other than bona fide business purposes of the Company.

NOW, THEREFORE, in consideration of their mutual disclosures to each other,  and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.         Confidential Information

As used herein, the term “Information” shall mean and include any and all hardware, software, algorithms, trade secrets, know-how, information, business plans, marketing plans, customer and supplier lists, and other business data, financial statements, projections, lists, reports, studies, findings, formulae, specifications, designs, inventions, and other data or knowledge of any kind, regardless of the form of media upon which it appears (and specifically including electronic or computer data and computer software).  “Confidential Information” shall mean and include (a) any and all confidential or proprietary Information in the possession of the Company or the Buyer which relates primarily to the Seller (other than that which is provided by Seller in connection with Buyer’s acquisition of the Company), and (b) any and all confidential or proprietary Information in the possession of the Seller which relates to the Company and the Business; and in either such case either (i) is reasonably self-evident as being confidential or proprietary  in nature, it being understood, for the avoidance of doubt, that customer and supplier lists, business plans, marketing plans and similar business data shall in any event be considered as Confidential Information, or (ii) is so marked (if in tangible form), indicating that such Information is proprietary or confidential.

Notwithstanding the foregoing, Confidential Information shall not mean or include Information which the recipient clearly demonstrates in a written notice delivered to the provider promptly upon discovery, recognition or receipt, whichever first occurs:

(i)           through no fault of the recipient, was already available to the trade or the general public at the time the confidential Information was received or became available to the trade or the general public thereafter;

(ii)           was disclosed to the recipient by a third party which (a) had legitimate possession thereof, (b) has the right to disclose such Confidential Information to the receiving party, and (c) had not obtained such Confidential Information from or through the recipient, directly or indirectly; or

2.             Use and Disclosure of Confidential Information

Each of the parties hereto shall hold in confidence and not disclose to others, and shall not utilize in any manner whatsoever (except as permitted by the Stock Purchase Agreement or by any of the Related Agreements, as defined therein), any Confidential Information. Each of the parties shall use reasonable commercial efforts to make sure that their respective employees and other personnel abide by the obligations contained herein.

3.  Term.

This Agreement shall remain in effect for ten (10) years from the date hereof.

4.             Entire Agreement; Amendments and Modifications; Successors and Assigns

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all written or oral understandings or agreements with respect to the subject matter hereof. No term hereof shall be amended, modified or changed, nor may any right hereunder be waived, except by an instrument in writing duly executed and delivered by the party sought to be charged therewith.  This Agreement may not be assigned by a party without the specific written consent of the other party.  This Agreement shall be binding upon permitted successors and assigns of the parties hereto. Each party shall procure that its Affiliates (as defined in the Stock Purchase Agreement) shall comply with this Agreement and this Agreement is also entered into for the benefit of each party’s Affiliates.

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5.           Equitable Enforcement.

  Each party hereto hereby confirms that damages at law may be an inadequate remedy for the breach or threatened breach of this Agreement and agrees that, in the event of a breach or threatened breach by a party of any provision hereof, the other party's rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, in addition to and not in lieu of any rights to damages at law or other rights provided by statute or otherwise for a breach or threatened breach of any provision hereof.  Accordingly, each party hereto hereby waives and agrees not to assert any objection to such equitable relief based upon the purported existence of an adequate remedy at law, notwithstanding that another party may also assert claims for damages at law or other claims as an alternative to, or in addition to, such equitable relief.

6.           Captions.

  Captions are for convenience only and shall not be deemed to be a part of this Agreement, nor shall be taken into any consideration in the interpretation hereof.

7.Governing Law.

  This Agreement shall be governed by and interpreted in accordance with the law of the Belgium, and exclusively enforced by the courts of competent jurisdiction located therein.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first above set forth.

		ROGERS INDUFLEX NV
	By:	/s/ J. D. Ludvigsen
Name and title:		J. D. Ludvigsen, Managing Director

		INDUFLEX HOLDING NV
	By:	/s/ Hans Vanoorbeek
Name and title:		Hans Vanoorbeek, as Managing Director of Gevepe BVBA, Managing Director of Induflex Holding NV

		ROGERS CORPORATION
	By:	/s/ Luc Van Eenaeme
Name and title:		Luc Van Eenaeme, Vice President Rogers Europe

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EX-99.1

Exhibit 99.1

Rogers Corporation Sells Its Induflex Business and Updates Fourth Quarter 2008 Guidance

ROGERS, Conn.--(BUSINESS WIRE)--Rogers Corporation (NYSE: ROG) announced today that it has signed an agreement to sell the shares of its Induflex subsidiary (ILD) located in Ghent, Belgium to BV Capital Partners.

Under the terms of the agreement, Rogers received approximately 10.7 million euros (US$13.6 million at today’s spot price), which represents the purchase price of approximately 8.9 million euros plus other amounts due under the agreement. In addition to this purchase price, there is an opportunity for Rogers to receive additional earnout amounts over the next three years based on the future performance of the divested business.

The closing was completed at the time of the signing and therefore the sale is effective immediately. The new owners plan to continue operating the business from the Ghent, Belgium site.

Rogers President and Chief Executive Officer, Robert D. Wachob said, “The sale of this business reflects our continuing strategy to look for opportunities to divest non-core businesses while we work to grow our strategic businesses through either greenfield startups or acquisitions.” Wachob further stated: “With this divestiture, we now expect our fourth quarter sales to be $88 to $92 million with earnings per diluted share of $0.50 to $0.56.”

Joel Ludvigsen, the new Chief Executive Officer of Induflex said, “We are very pleased with this acquisition. Induflex is the global leader in its niche markets. We have the utmost confidence in the Induflex team to continue to deliver products with the highest quality, flexibility and reliability to our customers around the globe.”

BV Capital Partners (www.bvcapitalpartners.com) is an investment holding firm investing in small and medium sized enterprises in the Benelux. BV Capital Partners’ strategy is to invest in “leading companies in niche markets”.

Rogers Corporation (NYSE:ROG), headquartered in Rogers, CT, is a global technology leader in the development and manufacture of high performance, specialty-material-based products for a variety of applications in diverse markets including: portable communications, communications infrastructure, computer and office equipment, consumer products, ground transportation, aerospace and defense. Rogers operates manufacturing facilities in the United States (Arizona, Connecticut and Illinois), Europe (Ghent, Belgium) and Asia (Suzhou, China). In Asia, the Company maintains sales offices in Japan, China, Taiwan, Korea and Singapore. Rogers has joint ventures in Japan and China with INOAC Corporation, in Taiwan with Chang Chun Plastics Co., Ltd. and in the U.S. with Mitsui Chemicals, Inc.

The world runs better with Rogers.® www.rogerscorp.com

Investor and Editorial Contact:

William J. Tryon, Manager of Investor and Public Relations
Phone: 860-779-4037

FAX: 860-779-5509

Email: william.tryon@rogerscorporation.com