PURCHASE AGREEMENT[1]

ASSET PURCHASE AGREEMENT (the “Agreement”) entered into this ___ day of April, 2013, between Flyer International Corp., a Delaware corporation (“Buyer”), and Hill Universal Inc., a Delaware corporation (“Seller”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth in Article 1.

RECITALS

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Assets (as hereinafter defined), in each case in accordance with the terms and subject to the conditions of this Agreement;

WHEREAS, Buyer and Seller (collectively, the “Parties”) desire to enter into this Agreement for the purpose of setting forth their mutual understandings and agreements with respect to the foregoing;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

For purposes of this Agreement, the following terms (and variations thereof) have the meanings specified or referred to in this Article 1:

“Assets” means all owned tangible property (including, without limitation, machinery, equipment, furniture, automobiles, __________) used in operating the Facility and the Equipment as currently operated;

“Best Efforts” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible; provided, however, that a Person required to use Best Efforts under this Agreement will not thereby be required to take actions that would result in a material adverse change in the benefits to such Person of this Agreement and the transactions contemplated hereby or to dispose of or make any change to its business, expend any