SECOND RANKING SHARE PLEDGE AGREEMENT BETWEEN: INDUFLEX HOLDING (the Pledgor) AND: ROGERS CORPORATION, (the Beneficiary) WITH RESPECT TO THE SHARES IN ROGERS INDUFLEX NVShare Pledge Agreement • November 6th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 6th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
SALES AGREEMENTSales Agreement • November 6th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
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”.
STOCK PURCHASE AGREEMENT Between INDUFLEX HOLDING NV and ROGERS CORPORATIONStock Purchase Agreement • November 6th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
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:
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • November 6th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
PRODUCTION LICENSE AGREEMENTProduction License Agreement • November 6th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
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”).
Distribution AgreementDistribution Agreement • November 6th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
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 un
