EXHIBIT 2.1

Asset Purchase Agreement dated as of January 29, 2016 by and among MFRI, Inc., TDC Filter Manufacturing Inc. and BHA Altair, LLC.

This Asset Purchase Agreement (the " Agreement" ), made and entered into as of January 29, 2016, is by and among BHA Altair, LLC a Delaware limited liability company (" Buyer "), TDC Filter Manufacturing, Inc., a Delaware corporation (" Seller" ), and MFRI, Inc., a Delaware corporation and indirect parent of Seller (" MFRI" , together with Seller, the " Seller Parties" , and each, a " Seller Party" ). Capitalized terms used and not otherwise defined herein have the meanings set forth in Annex A attached hereto.

RECITALS

WHEREAS, Seller is engaged in the Business; and

WHEREAS, Seller desires to sell, or cause to be sold, to Buyer, and Buyer desires to purchase, the Assets, for the consideration and on the terms set forth in this Agreement.

AGREEMENT

The parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I. SALE AND TRANSFER OF assets; CLOSING

Section 1. 1 Assets to Be Sold . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, assign and transfer to Buyer, and Buyer shall purchase and acquire, free and clear of any Encumbrance, all of the following properties and assets (but excluding the Excluded Assets):

(a) all inventories of Seller and its Affiliates that are Related to the Business, wherever located, owned by Seller or its Affiliates as of the date of this Agreement, including all finished goods, work in process, raw materials, spare parts, packaging and labeling materials, and all other materials and supplies to be used or consumed by Seller or its Affiliates in the production or supply of finished goods that are Related to the Business (collectively, the " Inventory" );

(b) all machineries, equipment, tools, furniture, office equipment, computer hardware, supplies, materials and other items of tangible personal properties (other than those items of tangible personal properties described in any other provisions of this Section 1.1 and items of tangible personal properties relating to the ERP System and the Production System) of every kind owned or leased by Seller and its Affiliates as of the date of this Agreement that are Related to the Business (collectively, the " Tangible Personal Property" ), including all tangible personal properties listed on Section 2.4(b) of the Disclosure Schedule;

(c) subject to Section 1.9 , all Applicable Contracts that are identified as "Assumed Contracts" on Section 2.8(a) of the Disclosure Schedule, but excluding the Excluded Contracts (collectively, the " Assumed Contracts" , and each, an " Assumed Contract" );

(d) all documents, records, electronic and other data and other compilations of information in any form Related to the Business in the possession or control of Seller or its Affiliates (including MFRI and any other Affiliates of Seller engaged in the Filter Bag Business) as of the date of this Agreement, including, without limitation, all customer and supplier lists, inventory and cost records, sales records, accounts receivable, aging reports, blueprints, production reports and records, bills of materials, service and warranty records, inventory files, operating guides and manuals, financial and accounting records and copies of all data files and databases to the extent that it is commercially reasonable to copy such data files and databases (it being understood that Seller shall have the right to (i) copy and utilize for the sole purpose of paying the Accounts Payable and collecting the Accounts Receivable all files and databases contained in, used in or generated by the ERP System and (ii) to copy and retain all files and databases contained in, used in or generated by the Production System that are Related to the Business), provided , that (i) Seller shall cease using and shall delete, purge or render permanently unusable all ERP System files in accordance with the method set

forth in Section 4.10 (other than those ERP System files that Seller (or any Affiliate thereof) is required to retain and/or access in order to comply with Legal Requirements or bona fide record-keeping or archival policy requirements of Seller (or any Affiliate thereof)) no later than 180 days after the Closing Date; and (ii) all records, electronic and other data, or compilations of information that are Related to the Business which are owned or controlled by, and in the Information System of, Midwesco Filter Resources, Inc., a subsidiary of MFRI (" Midwesco" ), shall be excluded for purposes of this Section 1.1 and shall instead be redacted or rendered not useable in accordance with the procedures set forth in Section 4.10 ;

(e) except for the Excluded Assets set forth in Sections 1.2(l) and (m) , all of the intangible rights and Seller Intellectual Property of Seller and its Affiliates as of the date of this Agreement that are Related to the Business, including the Owned Intellectual Property, and all going concern value and goodwill of Seller that is Related to the Business (it being understood that to the extent any IP License is an Assumed Contract and/or any other Seller Intellectual Property was acquired by Seller and/or its Affiliates pursuant to an Assumed Contract, the transfer of such IP License and/or such other Seller Intellectual Property shall be subject to Section 1.9 );

(f) all causes of action of Seller and its Affiliates against third parties related to the Assets (including the right to bring claims arising out of any manufacturers’ or vendors’ warranties issued for the benefit of Seller and its Affiliates with respect to the Assets) (for the avoidance of doubt, such causes of action shall not include the right to bring claims arising under or in connection with any insurance policies owned by Seller or under which Seller is a beneficiary or any Tax Returns of Seller for periods prior to the Closing Date);

(g) all rights of Seller and its Affiliates relating to deposits and prepaid expenses as of the date of this Agreement and claims for refunds and rights to offset in respect thereof that are Related to the Business, in each case which are not excluded under Section 1.2(f) or (g) .

All of the properties and assets to be transferred to Buyer hereunder are herein referred to collectively as the " Assets" . Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement will not include the assumption of any liability or obligation in respect thereof unless Buyer expressly assumes such liability or obligation pursuant to Section 1.3(a) .

Section 1. 2 Excluded Assets . Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, all of the properties and assets of Seller (other than the Assets) (collectively, the " Excluded Assets" ) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets, and will remain the properties and assets of Seller after the Closing, including (without limitation):

(a) all cash and cash equivalents and all securities and short-term investments;

(b) all Contracts that are listed on Section 1.2(b) of the Disclosure Schedule (collectively, the " Excluded Contracts" );

(c) all books and records that Seller is required by applicable Legal Requirements to maintain in its possession;

(d) all Accounts Receivable;

(e) all minute books, stock records and corporate seals;

(f) all insurance policies and rights thereunder (except to the extent specified in Section 1.1 ;

(g) all Tax Returns for periods prior to the Closing Date and claims for refund of Taxes and other governmental charges of whatever nature;

(h) all real properties owned or leased by Seller;

(i) all rights in connection with, and assets of, the Employee Benefit Plans;

(j) all privileged materials and records, in each case to the extent not primarily related to an Assumed Liability;

(k) all records and reports prepared or received by the Seller Parties in connection with the sale of the Business and the transactions contemplated hereby, including bids and expression of interest received from third parties and any analysis relating thereto;

(l) subject to Section 1.1(d) , all rights of Seller and its Affiliates in the Made to Manage (M2M) enterprise resource planning system of Seller that is Related to the Business (the "ERP System"), including without limitation all Owned Intellectual Property and IP Licenses held by Seller or any Affiliate in connection therewith;

(m) subject to Section 1.1(d) , all rights of Seller and its Affiliates in the DBR+ and R+ production management system of Seller that is Related to the Business (the "Production System"), including without limitation

all Owned Intellectual Property and IP Licenses held by Seller or any Affiliate in connection therewith; and

(n) all rights of Seller Parties in connection with the transactions contemplated hereby.

Section 1. 3 Liabilities .

(a) Buyer will not assume or otherwise be responsible for any liabilities or obligations of Seller or any of its Affiliates, except that from and after the Effective Time, Buyer will assume as and when due the following liabilities and obligations of Seller (collectively, the " Assumed Liabilities" ):

(i) all liabilities and obligations which arise after the Effective Time under any Assumed Contract (excluding any payable with respect to events which occurred prior to the Effective Time or liability or obligation with respect to any Assumed Contract arising as a result of a breach by Seller of such Assumed Contract which occurred prior to the Effective Time);

(ii) liabilities and obligations for customer warranty claims arising out of or relating to the products of the Business that are sold by Seller prior to the Effective Time in an amount of not more than five hundred dollars ($500) in relation to any individual warranty claim or twenty-five thousand dollars ($25,000) in the aggregate (the " Assumed Warranty Liabilities" );

(iii) all liabilities arising out of the assignment of any of the Assumed Contracts to Buyer, provided that Seller shall have complied with Section 1.9 , in all material respects, with respect to such assignment; and

(iv) other than any Retained Liabilities enumerated in any of clauses (i) to (xviii) of Section 1.3(b) below, all obligations and liabilities to the extent related to the Assets.

(b) All liabilities and obligations of Seller, whether arising prior to or after the Effective Time, other than the Assumed Liabilities, are referred to herein as the " Retained Liabilities" . Except as otherwise expressly provided for in this Agreement, all of the Retained Liabilities will remain the sole responsibility of and will be retained, paid, performed and discharged solely by Seller. The Retained Liabilities include, without limitation, the following:

(i) any payables (including the Accounts Payable) with respect to events which occurred prior to the Effective Time;

(ii) any liability or obligation under any Assumed Contract which arises after the Effective Time but which arises out of or relates to any breach by Seller of such Assumed Contract which occurred on or prior to the Effective Time;

(iii) any liability or obligation of Seller for (A) any Taxes arising as a result of Seller’s operation of its business or ownership of the Assets prior to the Effective Time, (B) except as otherwise provided for in Section 4.2 , any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement and (C) except as otherwise provided for in Section 4.2 , any unpaid Taxes of any Person under Section 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, by contract or otherwise;

(iv) any liability or obligation under any Excluded Contract;

(v) any liability or obligation under any Environmental Law arising out of or relating to the operation of Seller’s business or Seller’s leasing, ownership or operation of real property;

(vi) any liability or obligation under the Employee Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit sharing plans, health care plans or benefits, or any other employee plans or benefits of any kind for Seller’s employees or former employees or both;

(vii) any liability or obligation associated with or arising out of any of the Excluded Assets;

(viii) any liability or obligation under any employment, severance, retention or termination agreement with any employee of Seller;

(ix) any liability or obligation arising out of or relating to any employee grievance with respect to the employees of Seller, whether or not any such affected employee is hired by Buyer (or an Affiliate thereof) (for the avoidance of doubt, Buyer (or any Affiliate there) shall be responsible for any liability or obligation to the extent arising out of or relating to the employment by Buyer (or any Affiliate thereof) of any such employee following the Closing);

(x) any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller, and any other liability or obligation to any Related Person;

(xi) any liability or obligation arising out of any Proceeding pending as of the Effective Time, whether or not set forth in any section of the Disclosure Schedule, or any Proceeding commenced after the Effective Time and arising out of, or relating to, any occurrence or event happening prior to the Effective Time, provided , that

if (i) any Proceeding was commenced by Buyer (or any Affiliate thereof) after the Effective Time pursuant to one or more of the causes of action assigned by Seller to Buyer pursuant to Section 1.1(f) and (ii) any other party to such Proceeding commenced action against Buyer or such Affiliate in relation to or as a result of Buyer or such Affiliate having initiated such Proceeding (a " Counterclaim" ), then any liability or obligation arising out of, relating to or in connection with such Counterclaim that is suffered by Buyer or the relevant Affiliate shall be excluded for purposes of this Section 1.3(b) and indemnity claim under Section 5.2(c) , and Buyer or such Affiliate shall be responsible for all such liabilities and obligations;

(xii) any liability or obligation arising out of or related to the products of Seller to the extent sold prior to the Effective Time that are not Assumed Warranty Liabilities;

(xiii) any liability or obligation arising out of or relating to Seller’s leasing, ownership or operation of any real property;

(xiv) any liability or obligation arising out of or resulting from Seller’s compliance or non-compliance with any Legal Requirement or Order of any Governmental Authority;

(xv) any liability under the Worker Adjustment and Retraining Notification Act or any similar state or local Legal Requirement that may result from an "Employment Loss", as defined by 29 U.S.C. § 2101(a)(6), caused by any action of Seller prior to or after the Closing or the failure by Buyer to hire any employees of Seller at or following the Closing;

(xvi) all obligations of Seller for borrowed money;

(xvii) any liability or obligation of Seller under this Agreement or any other document executed in connection with the transactions contemplated hereby; and

(xviii) any liability or obligation of any Affiliate of Seller.

Section 1. 4 Purchase Price . The consideration payable by Buyer to Seller for the Assets (the " Purchase Price" ) will be (1) Eleven Million One Hundred Seventy Thousand Dollars ($11,170,000) in cash, plus or minus the Net Working Capital Adjustment Amount, plus the Accounts Payable, minus the Accounts Receivable and (2) the assumption of the Assumed Liabilities by Buyer. The Purchase Price payable at Closing pursuant to Section 1.8(b) (the " Closing Cash Amount" ) shall be calculated using the estimated Net Working Capital, the estimated Accounts Payable and the estimated Accounts Receivable set forth in the Estimated Closing Statement. In accordance with Section 1.8(b) , at the Closing, the Purchase Price, prior to the adjustment on account of the Final NWC Adjustment Amount and the Final AP/AR Adjustment Amount in accordance with Sections 1.5(e) and 1.5(f) , respectively, will be delivered by Buyer as follows: (i) the Closing Cash Amount by wire transfer of immediately available funds to Seller; and (ii) the balance of the Purchase Price by the execution and delivery of the Bill of Sale, Assignment and Assumption Agreement by Buyer. The Final NWC Adjustment Amount and the Final AP/AR Adjustment Amount will be paid following the Closing in accordance with Section 1.5 .

Section 1. 5 Closing Date Net Working Capital, Accounts Payable and Accounts Receivable Calculations.

(a) Seller shall prepare in good faith and shall provide to Buyer no later than two (2) Business Days prior to the Closing Date an estimated balance sheet of Seller as of the close of business on the day immediately prior to the Closing Date (the " Estimated Closing Balance Sheet" ), together with written statement setting forth Seller’s good faith estimate of the Net Working Capital, the Accounts Payable and the Accounts Receivable, in each case as derived from the Estimated Closing Balance Sheet (the " Estimated Closing Statement" ). The Estimated Closing Balance Sheet and Seller’s good faith estimate of the Net Working Capital, the Accounts Payable and the Accounts Receivable set forth in the Estimated Closing Statement will be prepared by Seller in accordance with the Accounting Practices and Procedures (but without giving effect to any changes resulting from the consummation of the transactions contemplated in this Agreement and each other agreement to be entered into at the Closing) and reviewed by Buyer, in each case in good faith. Prior to the Closing, Buyer and Seller shall cooperate in good faith to answer any questions and resolve any issues raised by Buyer in connection with its review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. Attached as Annex B is a statement setting forth (for illustrative purposes) sample calculations of the Net Working Capital, the Accounts Payable and the Accounts Receivable, in each case as of December 31, 2015 (the " Net Working Capital Calculation Illustration" ), which were prepared by Seller in accordance with the Accounting Practices and Procedures and reviewed by Buyer, in each case in good faith.

(b) Within ninety (90) days following the Closing Date, Seller shall prepare and deliver to Buyer a written statement (the " Closing Statement" ) setting forth Seller’s calculation of the Net Working Capital (the " Closing

Date Net Working Capital Amount" ), the Accounts Payable (the " Closing Date Accounts Payable Amount" ) and the Accounts Receivable (the " Closing Date Accounts Receivable Amount" ), in each case calculated as of 11:59 p.m. (Central Time) on the Closing Date (the " Effective Time" ). The Closing Statement shall be prepared in accordance with the Accounting Practices and Procedures. Buyer and its accountants shall be entitled to review the Closing Statement and the calculation of the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount, the Closing Date Accounts Receivable Amount, and any working papers, trial balances and similar materials relating to the Closing Statement and the calculation of the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and the Closing Date Accounts Receivable Amount prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during normal business hours, to Seller’s relevant employees and outside accountants, properties, books and records to the extent involved with or related to the preparation of the Closing Statement and the calculation of the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and the Closing Date Accounts Receivable Amount.

(c) If, within thirty (30) days following delivery of the Closing Statement, the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and the Closing Date Accounts Receivable Amount, Buyer has not given Seller written notice of its objection to the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and/or the Closing Date Accounts Receivable Amount (which notice shall state in reasonable detail the basis of Buyer’s objection), then Seller’s calculation of the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and/or the Closing Date Accounts Receivable Amount shall be binding and conclusive on the parties for all purposes hereunder.

(d) If Buyer gives Seller such notice of objection within the 30-day period, and if Buyer and Seller fail to resolve the issues outstanding with respect to Seller’s calculation of the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and/or the Closing Date Accounts Receivable Amount within thirty (30) days of Seller’s receipt of Buyer’s objection notice, Buyer and Seller shall submit the issues remaining in dispute to a nationally recognized certified public accounting firm mutually selected by Buyer and Seller that has not performed accounting, tax or audit services for Buyer, Seller, or any of their respective Affiliates during the past three years (the " Independent Accountant" ), for resolution in accordance with the terms of this Agreement. If issues are submitted to the Independent Accountant for resolution, (A) Buyer and Seller shall furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountant any material relating to the disputed issues and to discuss issues with the Independent Accountant; (B) the determination by the Independent Accountant, as set forth in a notice to be delivered to each of Buyer and Seller within thirty (30) days of the submission to the Independent Accountant of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in calculation of the Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and/or the Closing Date Accounts Receivable Amount; (C) the Independent Accountants shall make a final determination of such Closing Date Net Working Capital Amount, the Closing Date Accounts Payable Amount and/or the Closing Date Accounts Receivable Amount based solely on the items that are in dispute and, in resolving such items in dispute, the Independent Accountants shall not assign to any item in dispute a value that is, as applicable (i) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (ii) less than the smallest value for such item assigned by Buyer, on the one hand, or the Seller, on the other hand, and (D) Buyer and Seller will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination.

(e) If the Closing Date Net Working Capital Amount as finally determined pursuant to this Section 1.5 exceeds the estimated Net Working Capital set forth in the Estimated Closing Statement, Buyer shall pay to Seller the amount of such excess in accordance with this Section 1.5(e) . If the Closing Date Net Working Capital Amount as finally determined pursuant to this Section 1.5 is less than the estimated Net Working Capital Amount set forth in the Estimated Closing Statement, Seller shall pay such shortfall to Buyer in accordance with this Section 1.5(e) . Any payments owed pursuant to this Section 1.5(e) are referred to as the " Final NWC Adjustment Amount ." The Final NWC Adjustment Amount shall be paid in accordance with Section 1.5(f) below.

(f) If (i) (a) the estimated amount of the Accounts Payable, less (b) the estimated amount of Accounts Receivable set forth in the Estimated Closing Statement is less than (ii) (x) the Closing Date Accounts Payable Amount, less (y) the Closing Date Accounts Receivable Amount, in each case of (x) and (y), as finally determined pursuant to this Section 1.5 , then Buyer shall pay to Seller such shortfall amount in accordance with this Section 1.5(f) . If (i) (a) the estimated amount of the Accounts Payable, less (b) the estimated amount of the Accounts Receivable

set forth in the Estimated Closing Statement is greater than (ii) (x) the Closing Date Accounts Payable Amount, less (y) the Closing Date Accounts Receivable Amount, in each case of (x) and (y), as finally determined pursuant to this Section 1.5 , then Seller shall pay to Buyer such excess amount in accordance with this Section 1.5(f) . Any payments owed pursuant to this Section 1.5(f) are referred to as the " Final AP/AR Adjustment Amount" . The net amount of the Final NWC Adjustment Amount and the AP/AR Adjustment Amount shall be paid by delivery of immediately available funds to an account designated by the recipient party within five (5) Business Days after the date of final determination of such amounts.

(g) For a two-day period commencing on the Business Day immediately following the Closing Date, Buyer and Seller shall jointly conduct an inventory of Seller for purposes of identifying the Inventory and the value of the Inventory for purposes of determining the Closing Date Net Working Capital Amount. Buyer and Seller shall each designate one or more representative(s) to conduct such inventory.

(h) Any payments made under Section 1.5(e) and Section 1.5(f) shall be treated by the parties hereto as an adjustment to the Purchase Price for tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to such payment causes any such payment not to be treated as an adjustment to the Purchase Price for tax purposes.

Section 1. 6 Allocation . The Purchase Price will be allocated in the manner proposed by Buyer as soon as practicable following the Closing and reasonably agreed to by Seller. After the Closing, the parties hereto shall make consistent use of such Purchase Price allocation for all tax purposes and in any Tax Returns.

Section 1. 7 Closing . The consummation of the purchase and sale provided for in this Agreement (the " Closing" ) will take place at the offices of Buyer’s counsel, Bass, Berry & Sims PLC at 150 Third Avenue South, Suite 2800, Nashville, Tennessee 37201, at 10:00 a.m. (central time) concurrently with the execution and delivery of this Agreement (the " Closing Date" ), effective as of the Effective Time.

Section 1. 8 Closing Obligations . In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

(a) Seller shall deliver, or cause to be delivered, to Buyer:

(i) a bill of sale, assignment and assumption agreement with respect to the Assets and the Assumed Liabilities in the form of Exhibit A (the " Bill of Sale, Assignment and Assumption Agreement" ), executed by Seller;

(ii) (A) an assignment of registered Trademarks in the form attached hereto as Exhibit B , executed by Seller (the " Assignment of Trademarks" ) and (B) an assignment of the registered Patents in the form attached hereto as Exhibit C , executed by Seller (the " Assignment of Patents" );

(iii) a cross-license agreement in the form attached hereto as Exhibit D (the " License Agreement" ), executed by each other party thereto (other than Buyer);

(iv) a service agreement in the form attached hereto as Exhibit E (the " TSA" ), executed by Seller;

(v) copies of all consents required to be obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as disclosed in Section 2.2(c) of the Disclosure Schedule;    

(vi) a FIRPTA affidavit, executed by Seller, stating, under penalty of perjury, Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code;

(vii) a copy of the certificate of incorporation and all amendments thereto of Seller, duly certified as of a recent date by the Secretary of State of Delaware;

(viii) a letter executed by BMO Harris Bank, N.A. (the " Secured Lender" ) in a form reasonably acceptable to Buyer providing for the termination of all security interests held by the Secured Lender with respect to the Assets (including the authorization of the filing of all necessary UCC-1 termination statements and other necessary documentation in connection with the termination of the Secured Lender’s security interests);

(ix) certificates dated as of a date not earlier than the twentieth Business Day prior to Closing Date as to the good standing of Seller, executed by the appropriate officials of the jurisdiction of Seller’s incorporation and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation;

(x) a certificate of the secretary of Seller certifying and attaching all requisite resolutions or actions of Seller’s board of directors and sole stockholder approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency of the officers of Seller executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby;

(xi) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its counsel and executed by Seller.

(b) Buyer shall deliver to Seller:

(i) the Closing Cash Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller;

(ii) the Bill of Sale, Assignment and Assumption Agreement, executed by Buyer;

(iii) the Assignment of Trademarks and the Assignment of Patents, executed by Buyer;

(iv) the License Agreement, executed by Buyer;

(v) the TSA, executed by Buyer; and

(vi) a certificate of the secretary of Buyer certifying and attaching all requisite resolutions or actions of Buyer’s sole member approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency of the officers of Buyer executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby.

Section 1. 9 Consents . If there are any consents to the assignment of any Assumed Contracts which have not yet been obtained as of the Closing (the " Restricted Contracts" ), Seller shall, unless Buyer otherwise provides written notice to Seller to the contrary, use commercially reasonable efforts to continue its efforts to obtain the consent to the assignment of such Restricted Contract, provided , that Seller shall not be obligated to continue seeking such consent if the party from which such consent is sought notifies Seller in writing that no consent will be granted with respect to such Restricted Contract. Subject to the immediately preceding proviso, if Buyer elects to have Seller continue its efforts to obtain any such consents to assignment following the Closing, notwithstanding Sections 1.1 and 1.3 hereof, neither this Agreement nor the Bill of Sale, Assignment and Assumption Agreement nor any other document related to the consummation of the transactions contemplated hereby will constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Contract, and following the Closing, the parties shall use commercially reasonable efforts, and cooperate with each other, to obtain the consent to assignment relating to each such Restricted Contract as promptly as practicable. Pending the obtaining of any such consents to assignment and prior to the receipt by Seller (or any Affiliate thereof) of any written notice from the relevant party to such Restricted Contract in accordance with the first sentence of this Section 1.9 , the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such Restricted Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract has been obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such assignment). In addition, in the event that, after the Closing, either Seller or Buyer becomes aware that any Contract was not included in the Assets as a result of inadvertently not being disclosed in Section 2.8(a) of the Disclosure Schedule, then (i) if Seller becomes aware of such fact, Seller shall promptly notify Buyer, and (ii) Buyer may, in its sole discretion, within ten (10) days of becoming aware of such fact or receiving notice from Seller pursuant to clause (i) hereof, as applicable, elect to cause such Contract to be transferred to Buyer by providing written notice thereof to Seller.

Section 1. 10 Proration of Certain Amounts . The following amounts due and payable after the Effective Time will be prorated through the Effective Time between Seller and Buyer to the extent applicable in accordance with the terms of this Agreement: personal property ad valorem Taxes upon the Assets assessed for the year in which Closing occurs (regardless of when due and payable). If the amount of such Taxes for the year in which the Closing

occurs cannot reasonably be determined, the apportionment will be based at Closing upon the amount of such Taxes for the preceding tax year but will be readjusted when the amount of such Taxes is finally determined.

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

Each Seller Party represent and warrant to Buyer as follows:

Section 2.1 Organization and Corporate Power . Each Seller Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use. Seller is duly qualified to do business and is in good standing in every domestic or foreign jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified has not and would not reasonably be expected to adversely affect the Assets or Business in any material respect. Each jurisdiction in which Seller (in connection with the Business) is qualified to do business is listed on Section 2.1 of the Disclosure Schedule. Complete and accurate copies of the organizational documents of Seller have been made available to Buyer in the Data Room.

Section 2.2 Authorization; No Breach .

(a) This Agreement constitutes the legal, valid and binding obligation of each of the Seller Parties, enforceable against each of the Seller Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally and general principles of equity. Upon the execution and deliver by Seller, each of the documents to be executed and delivered by Seller at Closing pursuant to Section 1.8(a) or any other provision of this Agreement (collectively, the " Seller Closing Documents" ) will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally and general principles of equity. Each of the Seller Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Seller Closing Documents to which they are a party and to perform their respective obligations under this Agreement and the Seller Closing Documents to which they are a party. The execution and delivery of this Agreement and the Seller Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other organizational action by each of the Seller Parties.

(b) Neither the execution and delivery of this Agreement or any Seller Closing Document, nor the consummation or performance of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of any provision of the organizational documents of any Seller Party; (ii) contravene, conflict with or result in a violation of any Legal Requirement in any material respect or any Order of any Governmental Authority to which any Seller Party or any of the Assets are subject; (iii) require any notice or consent under, breach any material provision of, give any Person the right to declare a default or exercise any remedy under, accelerate the maturity or performance of or payment under, or cancel, terminate or modify any, Material Contract; (iv) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller (in connection with the Business) or by which any of the Assets is bound or affected; or (v) result in the creation or imposition of any Encumbrance upon any of the Assets.

(c) No Seller Party or any Affiliate of Seller is or will be required to give any notice to or obtain any consent or approval from any Governmental Authority in connection with the execution and delivery of this Agreement or any Seller Closing Document or the consummation of the transactions contemplated by this Agreement or any Seller Closing Document (including in connection with the assignment of any Assumed Contracts to Buyer hereunder).

Section 2.3 Financial Statements .

(a) Seller has made available to Buyer in the Data Room the following financial statements, copies of which are attached as Section 2.3(a) of the Disclosure Schedule: (a) the unaudited financial statements of Seller as of January 31, 2015, 2014 and 2013, including the balance sheet and the related statements of income and statements

of cash flows of Seller as of and for the fiscal years then ended, (the " Year-End Financial Statements" ); and (b) the unaudited financial statements of Seller as of December 31, 2015, including the balance sheet and related statements of income and statements of cash flows of Seller as of and for the eleven (11) months then ended (the " Interim Financial Statements" and, together with the Year-End Financial Statements, the " Financial Statements" ; the balance sheet of Seller as of December 31, 2015 is referred to herein as the " Reference Balance Sheet" ).

(b) The Financial Statements (i) are consistent with the financial records of Seller; (ii) were prepared in accordance with GAAP (in each case consistently applied); and (iii) fairly present on such basis, in all material respects, the financial position of Seller as of the dates thereof and the results of operations and changes in financial position of Seller for the periods specified therein.

(c) The books of account and other financial records of Seller have been kept accurately, in all material respects, in the Ordinary Course of Business consistent with applicable Legal Requirements, the transactions entered therein represent bona fide transactions and the revenues, expenses, assets and liabilities of the Business have been properly recorded therein in all material respects. No Seller Party nor, to the Knowledge of Seller, any director, officer or employee of any Seller Party, has received any complaint, allegation, assertion or claim in writing regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or Seller’s internal accounting controls in connection with the Business, including, without limitation, any complaint, allegation, assertion or claim that Seller has engaged in accounting practices in relation to the Business in violation of any applicable Legal Requirements.

(d) The accounts receivable of Seller reflected in the balance sheets included in the Financial Statements represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Other than reflected or reserved against the balance sheets included in the Financial Statements, there is no contest, claim, defense or right of set off, other than returns in the Ordinary Course of Business, with any account debtor relating to the amount or validity of any such accounts receivable.

Section 2.4 Assets .

(a) Except as set forth on Section 2.4(a) of the Disclosure Schedule, Seller owns good and transferable title to, or a valid and enforceable right to use under an Assumed Contract, all of the Assets, free and clear of all Encumbrances.

(b) Except as set forth on Section 2.4(b) of the Disclosure Schedule, the Assets (i) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to conduct the Business in the manner presently operated by Seller, and (ii) constitute all of the operating assets of the Business.

(c) Section 2.4(c) of the Disclosure Schedule sets forth all Tangible Personal Property with an initial, nondepreciated book value of at least ten thousand dollars ($10,000). Each item of Tangible Personal Property with an initial, nondepreciated book value of at least one hundred thousand dollars ($100,000) is in good repair and good operating condition, ordinary wear and tear excepted. All Tangible Personal Property is in the possession of Seller.

(d) All items included in the Inventory consist of a quality and quantity usable and, with respect to finished goods, saleable, in the Ordinary Course of Business, net of any applicable reserves set forth in the Reference Balance Sheet. Seller is not in possession of any inventory not owned by Seller (except for inventories the aggregate amount of which is not in excess of five thousand dollars ($5,000)), including goods already sold. The quantities of each item of Inventory are consistent with quantities of inventory held by Seller in the Ordinary Course of Business of Seller.

Section 2.5 Taxes .

(a) Seller has timely filed all Tax Returns for income Taxes and all other material Taxes required to have been filed with any Governmental Authority. The Tax Returns are true and complete in all material respects. Seller is not currently the beneficiary of any extension of time within which to file any Tax Return.

(b) Seller has timely paid all income Taxes and other material Taxes due to any Governmental Authority or has established an adequate reserve for such Taxes on the Reference Balance Sheet. All income Taxes and all other material Taxes that Seller is or was required by applicable Legal Requirements to withhold or collect in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party have been timely withheld, such withheld Taxes have been timely paid to the appropriate Governmental Authority, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(c) No examination or audit of any Tax Return for income Taxes and, to the Knowledge of Seller, any other Taxes of Seller by any taxing authority, court or other Governmental Authority is currently in progress or, to the Knowledge of Seller, threatened. No assessment or other proceeding by any taxing authority, court or other Governmental Authority is pending, or to the Knowledge of Seller, threatened, with respect to the Taxes or Tax Returns of Seller. There is no dispute or claim concerning any liability of Seller for additional Taxes, either (x) claimed or raised by any Governmental Authority in any written notice or communication provided to Seller, or (y) to the Knowledge of Seller. No written claim has been received by Seller within the past three (3) years made by an authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction. Seller has not waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to an assessment or deficiency of any income Tax or other material Tax.

(d) Seller has no liability for Taxes of any individual or entity other than Seller and or any member of the affiliated group (within the meaning of Section 1504(a) of the Code) of which MFRI is the common parent (the " MFRI Group" ) (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable law), or (ii) as a transferee or successor, by contract or otherwise. Seller has not been a member of an "affiliated group" other than the MFRI Group. Seller is not a party to any Tax allocation agreement, Tax sharing agreement, or Tax indemnity agreement.

(e) To the Knowledge of Seller, none of the Assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code.

(f) To the Knowledge of Seller, Seller neither is nor has been a party to any ‘‘listed transaction,’’ as defined in Code §6707A(c)(2) and Reg. §1.6011-4(b)(2).

(g) Seller has not obtained any binding rulings or other arrangement with a Governmental Authority with respect to Taxes in connection with the Business that are applicable to the Business or any Assets after the Closing Date.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 2.5 are the only representations and warranties relating to Tax matters made by the Seller Parties under this Agreement.

Section 2.6 Legal Proceedings; Orders .

(a) There are no Proceedings pending or, to the Knowledge of Seller, threatened (i) by or against Seller or any of its Affiliates that relate to, or may materially affect, the Assets or the Assumed Liabilities, or (ii) that challenge, or that may have the effect of preventing, impairing or delaying the ability of a Seller Party to consummate the transactions contemplated by, or perform its respective obligations under, this Agreement and the Seller Closing Documents to which it is a party. Except as set forth in Section 2.6(a) of the Disclosure Schedule, since January 1, 2013, there have not been any Orders rendered against, or any settlements effected by, Seller or any of its Affiliates in connection with Proceedings brought by or against Seller or any of its Affiliates that relate to, or may materially affect, the Assets or the Assumed Liabilities.

(b) There are no Orders outstanding or, to the Knowledge of Seller, threatened (i) against Seller or any of its Affiliates that relate to, or may materially affect, the Assets or the Assumed Liabilities; or (ii) that challenge, or that may have the effect of preventing, impairing or delaying the ability of a Seller Party (as applicable) to consummate the transactions contemplated by, or perform its respective obligations under, this Agreement and the Seller Closing Documents.

Section 2.7 Compliance with Legal Requirements .

(a) Seller and its Affiliates are, and at all times since January 1, 2013, has been, in compliance in all material respects with all Legal Requirements related to the Assets or by which any Asset is bound or affected, and to the Knowledge of Seller, neither Seller nor its Affiliates has received, at any time since January 1, 2013, any written notice or other written communication from any Governmental Authority regarding any actual, alleged or potential violation of or failure to comply with any Legal Requirement in connection with any of the Assets.

(b) Seller holds all requisite material Governmental Authorizations that are Related to the Business and a true and complete list of such Governmental Authorizations is set forth in Section 2.7(b) of the Disclosure Schedule. Each such Governmental Authorization is valid and in full force and effect. Seller is in compliance in all material respects with each such Governmental Authorization. Seller has not received, at any time since January 1,

2013, any written notice or other written communication from any Governmental Authority regarding (i) any actual, alleged or potential material violation of or material failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual or proposed revocation, suspension, cancellation or termination of, or material modification to, any such Governmental Authorization.

Section 2.8 Contracts .

(a) Section 2.8(a) of the Disclosure Schedule lists each of the Applicable Contracts, including the name of the parties to such Applicable Contract and the date of such Applicable Contract (and, in the case of any oral or unwritten Applicable Contracts, provides a description of the material terms thereof).

(i) Each Material Contract constitutes the valid and binding obligation of Seller or its relevant Affiliate (in each case to the extent a party thereto) and, to the Knowledge of Seller, the counterparty thereto, and is in full force and effect;

(ii) neither Seller nor any of its Affiliates (in each case to the extent a party thereto), nor, to the Knowledge of Seller, any other party to any Material Contract, is or since January 1, 2013 has been, in breach or default under any Material Contract; and

(iii) since January 1, 2013, neither Seller nor any of its Affiliates (in each case to the extent a party to the relevant Material Contract) has given to, or received from, any other party to any Material Contract, any written notice or other written communication regarding any actual or alleged breach of or default under any Material Contract by Seller or such Affiliate, as the case may be, or any other party to such Material Contract.

(b) True and complete copies of each of the Applicable Contracts, including any and all amendments and modifications thereof, have been made available to Buyer in the Data Room.

Section 2.9 Intellectual Property .

(a) Section 2.9(a) of the Disclosure Schedule sets forth a complete and accurate list of all Owned Intellectual Property consisting solely of: (i) Patents and Patent applications issued or pending; (ii) Trademark registrations and applications for registration; (iii) all registered Copyrights; (iv) all Domain Names; and (v) any other Owned Intellectual Property that is subject of an application, certificate or registration issued by any Governmental Authority (collectively, the " Registered Intellectual Property" ), in each case listing the title and current owner, the jurisdiction in which each such Registered Intellectual Property has been issued or registered, and the application, serial or registration number for each.

(b) With respect to each item of Registered Intellectual Property, (i) all necessary registration, maintenance and renewal fees due up to the Closing Date in connection with such Registered Intellectual Property have been made, (ii) such Registered Intellectual Property is subsisting and has not lapsed, expired or been abandoned or withdrawn, and to the Knowledge of Seller, is valid and enforceable (iii) none of the Registered Intellectual Property is the subject of any Proceeding filed with the United States Patent and Trademark Office or any other intellectual property registry or Governmental Authority anywhere in the world, and (iv) (1) there exists no information, materials, facts or circumstances, including any information or fact that would constitute prior art, that would render such Registered Intellectual Property invalid or unenforceable, or would materially affect any pending application for such Registered Intellectual Property; (2) Seller and its Affiliates have taken sufficient measures to maintain such Registered Intellectual Property and to perfect the chain of title recorded with the applicable Governmental Authority with respect to such Registered Intellectual Property; and (3) Seller and its Affiliates, as applicable, have not misrepresented, or failed to disclose, any facts or circumstances in any application for such Registered Intellectual Property or otherwise that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the validity or enforceability of such Registered Intellectual Property.

(c) Seller and its Affiliates own or possess all necessary licenses or other legal rights to use all Seller Intellectual Property as necessary for the conduct of the Business as currently conducted, free and clear of any Encumbrance. To the Knowledge of Seller, the Seller Intellectual Property is valid, enforceable and subsisting and Seller’s and its Affiliates’ use thereof is in compliance with all Legal Requirements.

(d) Except as set forth on Section 2.9(d) of Disclosure Schedule and except for the License Agreement, to the Knowledge of Seller, Seller and/or its Affiliates have not granted to any Person or authorized any Person to retain any rights in any Owned Intellectual Property. To the extent that any work, material, invention or Owned Intellectual Property has been developed or created by an employee or any other Person for or on behalf of Seller or its Affiliates, Seller or such Affiliate has a valid and enforceable agreement with such employee or other

Person with respect thereto assigning all of such employee’s or other Person’s rights in such Owned Intellectual Property to Seller.

(e) Seller and its Affiliates have taken reasonable actions necessary to protect, preserve and maintain the Owned Intellectual Property and to maintain the confidentiality, secrecy and value of the confidential information and data and Trade Secrets of Seller and any of its Affiliates that are Related to the Business, and, to the Knowledge of Seller, except as disclosed pursuant to the terms of the License Agreement, such confidential information and data and Trade Secrets have not been used or divulged in the absence of a confidentiality agreement, or misappropriated either for the benefit of any Person (other than Seller or its Affiliates) or to the detriment of Seller or any Affiliate. To the Knowledge of Seller, there has not been any breach by any third party of any confidentiality obligation to Seller, which disclosed, used or misappropriated information in violation of such confidentiality obligation.

(f) Neither the conduct of the Business by Seller or any Affiliate thereof nor any product of the Business (i) is infringing, misappropriating, unlawfully using or otherwise violating any Intellectual Property of any other Person or (ii) has infringed, misappropriated, unlawfully used or otherwise violated any Intellectual Property of any other Person.

(i) There is no Proceeding, opposition, cancellation, objection or claim pending, asserted or threatened in writing against Seller or any of its Affiliates concerning the ownership, validity, registrability, enforceability, infringement, misappropriation, violation or use of any Owned Intellectual Property that is material to the Business; and to the Knowledge of Seller, no valid basis exists for any such Proceeding, opposition, cancellation, objection or claim;

(ii) to the Knowledge of Seller, no Person has infringed or is infringing any common law, statutory or other right of Seller or any other Person with respect to any of the Seller Intellectual Property;

(iii) Seller and its Affiliates have not transferred, assigned, licensed or sublicensed its rights in any Seller Intellectual Property that is material to the Business, or received or been granted any such rights, other than pursuant to the IP Licenses and License Agreement. Each IP License that is material to the Business is in full force and effect, and Seller and its Affiliates have not taken or failed to take any action that would result in a material breach, and, to the Knowledge of Seller, no other event has occurred that would result in a material breach or otherwise subject such IP License to termination;

(iv) no settlement agreements, consents, judgments, orders, forbearances to sue or similar obligations that would materially limit or restrict Seller’s or any of its Affiliates’ rights in and to any Seller Intellectual Property; and

(v) the consummation of the transactions contemplated hereby will not result in (i) except to the extent provided in the License Agreement, Buyer granting to any third party any right to or with respect to any Seller Intellectual Property; (ii) Buyer being bound by, or subject to, any non-compete or other restriction on the operation or scope of its business; or (iii) Buyer being obligated to pay any royalties or other amounts to any third party in excess of the amounts payable by them prior to the Closing Date. The consummation of the transactions contemplated hereby will not result in the loss or impairment of Buyer’s rights to own or use any Seller Intellectual Property that is material to the Business or result in the breach or termination of any license, contract or agreement to which Seller or any Affiliate is a party with respect to any Seller Intellectual Property that is material to the Business, nor will such consummation require the consent of any third party in respect of any Seller Intellectual Property that is material to the Business.

(g) All Information Systems operate and perform in all material respects as necessary for the conduct of the Business and in accordance with their documentation and functional specifications. To the Knowledge of Seller, the Information Systems do not contain any disabling or destructive code or virus that would impede or result in the material disruption of the operation of the Business as currently conducted.

Section 2.10 Related Party Transactions . (i) No Affiliate, director or officer of Seller (any such Person, a " Related Person" ), or, to the Knowledge of Seller, any Affiliate or member of the immediate family of any Related Person, is, or since January 1, 2013, has been, (A) involved in any business arrangement or relationship with Seller or its Affiliates Related to the Business, other than employment arrangements entered into in the Ordinary Course of Business or (B) an owner of more than five percent (5%), or a director, officer or Affiliate, of any Key Customer or Key Supplier, and (ii) no Related Person or, to the Knowledge of Seller, any Affiliate or member of the immediate family of any Related Person, owns, or since January 1, 2013, has owned, any property or right, tangible or intangible,

that is Related to the Business and is necessary for the operation of the Business in the manner presently operated by Seller.

Section 2.11 No Undisclosed Liabilities . There are no material liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable of Seller that are related to the Assets or the Assumed Liabilities, except for (a) liabilities or obligations reflected or reserved against in the Reference Balance Sheet and (b) current liabilities or obligations incurred in the Ordinary Course of Business since the Applicable Date.

Section 2.12 Absence of Certain Changes and Events . Since the Applicable Date, (i) Seller has conducted the Business in the Ordinary Course of Business and (ii) there has not been a Material Adverse Effect. In addition, without limiting the generality of the foregoing, since the Applicable Date Seller has not:

(a) acquired assets Related to the Business outside of the Ordinary Course of Business, including, without limitation, acquired any business, whether by merger, consolidation, the purchase of a substantial portion of the assets or equity interests of such business or otherwise;

(b) sold, leased or otherwise disposed of any assets Related to the Business (other than sales of Inventory in the Ordinary Course of Business and dispositions of obsolete equipment or unsalable Inventory in the Ordinary Course of Business);

(c) encumbered any Asset in connection with the issuance of any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations;

(d) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) Related to the Business either involving more than twenty-five thousand dollars ($25,000) or outside the Ordinary Course of Business;

(e) delayed or postponed the payment of accounts payable and other liabilities and obligations Related to the Business outside of the Ordinary Course of Business;

(f) experienced any damage, destruction or loss (to the extent not covered by insurance) to any assets Related to the Business in excess of twenty-five thousand dollars ($25,000);

(g) made any material change in connection with its accounts payable or accounts receivable terms, systems, policies or procedures Related to the Business;

(h) made any material change in its accounting methods; or

(i) entered into any agreement, whether oral or written, to do any of the foregoing.

Section 2.13 Key Customers and Key Suppliers.

(a) Section 2.13(a) of the Disclosure Schedule sets forth a list of each Key Customer and the amount of sales by Seller to each Key Customer during the twelve month period ended December 31, 2015.

(b) Section 2.13(b) of the Disclosure Schedule sets forth a list of each Key Supplier and the amounts of purchases by Seller from each such Key Supplier during the twelve month period ended December 31, 2015.

(c) Since January 1, 2015, no Key Customer or Key Supplier has provided Seller or any of its Affiliates with any written notice or communication terminating, suspending or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future the relationship or the amount of business between the Business and any such Key Customer or Key Supplier, and to the Knowledge of Seller, there have not otherwise been any material adverse developments since the Applicable Date, materially impacting the relationship or anticipated future business between any Key Customer or Key Supplier, on the one hand, and the Business, on the other hand.

Section 2.14 Product Liability; Product Warranties . Section 2.14 of the Disclosure Schedule sets forth copies of the form(s) of warranty provided by Seller in connection with the sale of any of its products. No product manufactured, sold or delivered by Seller in connection with the Business is subject to any guaranty, warranty or other indemnity (other than any guaranty or warranty implied under applicable Legal Requirements), which terms are not set forth in Section 2.14 of the Disclosure Schedule and the performance of which by Seller would result in any liability in excess of $25,000. Each product manufactured, sold or delivered by Seller in connection with the Business has been in conformity in all material respects with all applicable contractual commitments, all specifications and

documentation in respect thereof, and all express and implied warranties. There are no asserted material claims relating to, and Seller does not have any material liabilities or obligations in respect of (subject only to any reserves set forth in Reference Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Seller in connection with the Business), any products manufactured, sold or delivered by Seller in connection with the Business, including the replacement or repair of such products, defective products, breaches of warranty relating to such products, or alleged overshipments of such products.

Section 2.15 Brokers or Finders . None of the Seller Parties or any of their respective officers, directors, employees or agents has incurred any liability or obligation for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the sale of the Assets or the transactions contemplated hereby, except for the fees and expenses of Brown Gibbons Lang & Co., which shall be paid by the Seller Parties.

Section 2.16 No Other Representations and Warranties . Except for the representations and warranties set forth in this Article II , the Seller Parties make no other representations or warranties with respect to the Business or the Assets.

Article III. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Seller Parties as follows:

Section 3.1 Organization and Corporate Power . Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use and to execute and deliver this Agreement and perform its obligations hereunder.

Section 3.2 Authority; No Conflict .

a. This Agreement constitutes, and the documents to be executed by Buyer at Closing pursuant to Section 1.8(b) of this Agreement (collectively, the " Buyer Closing Documents" ) will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally and general principles of equity. Buyer has the right, power and authority to execute and deliver this Agreement and the Buyer Closing Documents and to perform its obligations under this Agreement and the Buyer Closing Documents, and such action has been duly authorized by all necessary corporate action by Buyer.

b. Neither the execution and delivery of this Agreement or any Buyer Closing Document by Buyer nor the consummation or performance of any of the transactions contemplated hereby or thereby by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the transactions contemplated by this Agreement pursuant to (i) any provision of Buyer’s organizational documents; (ii) any Legal Requirement, or any Order of any Governmental Authority, to which Buyer or its assets are subject; or (iii) any material contract or agreement to which Buyer is a party or by which Buyer is bound.

c. Neither Buyer nor any of its respective Affiliates will be required to obtain any consent or approval from any Governmental Authority or other Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the transactions contemplated by this Agreement.

Section 3.3 Legal Proceedings; Orders . There are no Proceedings pending or, to the Knowledge of Buyer, threatened against Buyer that challenge, or that may have the effect of preventing, impairing or delaying the ability of Buyer to consummate the transactions contemplated by, or perform its respective obligations under, this Agreement and the Buyer Closing Documents. There are no Orders outstanding against Buyer that challenge, or that may have the effect of preventing, impairing or delaying the ability of Buyer to consummate the transactions contemplated by, or perform its respective obligations under, this Agreement and the Buyer Closing Documents.

Section 3.4 Financing . Buyer acknowledges and agrees that its obligations under this Agreement are not subject to any condition regarding their ability to obtain financing for the consummation of the transactions contemplated by this Agreement or the transactions contemplated by this Agreement. Buyer has sufficient funds to

pay the Purchase Price in cash as contemplated by, and on the terms and subject to the terms and conditions set forth in, this Agreement.

Section 3.5 Solvency . Buyer is not now insolvent, and will not be rendered insolvent by any of the transactions contemplated hereby.

Section 3.6 Brokers or Finders . Neither Buyer nor any of its stockholders, officers, directors, employees, agents or Affiliates has incurred any liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the transactions contemplated hereby

Section 3.7 No Additional Representation; Non-Reliance . Buyer acknowledges and agrees that (i) it has not relied upon the accuracy or completeness of any, whether express or implied, representation, warranty, statement or information, and none of the Seller Parties has made any representation, warranty, statement or information, whether express or implied, in each case as to any of the Seller Parties, the Business or the Assets or as to the accuracy or completeness of, any information regarding any of the Seller Parties, the Business or the Assets furnished or made available by or on behalf of any Seller Party or any of its representatives to Buyer, its Affiliates and/or their respective representatives, except as set forth in Article II and (ii) none of the Seller Parties shall have or be subject to any liability whatsoever to Buyer or any other Person resulting from the furnishing by or on behalf of any Seller Party to Buyer, its Affiliates and/or their respective representatives or Buyer’s, its Affiliates’ or their respective representatives’ use of, or reliance on, any such information, documents or materials and neither Buyer nor any other Person shall have any right whatsoever against any Seller Party with respect to any inaccuracy in any representation, warranty, statement or information, except for representations and warranties as set forth in Article II . For the avoidance of doubt, nothing contained in this Section 3.7 is intended to limit the rights and remedies of any Buyer Indemnified Person in the event of any breach of any representation or warranty set forth in Article II .

Article IV. ADDITIONAL AGREEMENTS

Section 4.1 Employees and Employee Benefits .

a. At any time following the Closing Date, Buyer may offer employment to any of the employees set forth on Annex C (such employees, the " Available Employees" ), and Seller shall, contemporaneously with such offer, release such Available Employee from the provisions of any restrictive covenants and/or agreements with Seller with respect to Buyer so as to enable Buyer to employ such individual. Buyer may offer employment to the Available Employees following the Closing on terms determined by Buyer in its sole discretion. For the avoidance of doubt, Seller shall not have any obligation whatsoever to employ or keep employed any Person who is employed by Seller immediately prior to the Closing (including the Available Employees) for any period of time or no time following the Closing.

b. It is understood and agreed that (i) any offer of employment made by Buyer (or an Affiliate thereof) as referenced in Section 4.1(a) above will not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of Buyer (or an Affiliate thereof) to a post-Closing Date employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer (or an Affiliate thereof) may establish pursuant to individual offers of employment; and (ii) employment offered by Buyer (or an Affiliate thereof) is "at will" and may be terminated by Buyer (or an Affiliate thereof) or by an employee at any time for any reason (subject to any written commitments between Buyer (or an Affiliate thereof) and such employee to the contrary made by Buyer (or an Affiliate thereof) or any such employee). Nothing in this Agreement will be deemed to prevent or restrict in any way the right of Buyer (or an Affiliate thereof) at any time after the Closing to terminate, reassign, promote or demote any of the Available Employees hired by Buyer (or an Affiliate thereof), or to change (adversely or favorably) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of any such individuals.

c. Seller will be responsible for (i) the payment of all wages and other remuneration due to its employees with respect to their services as employees of Seller and (ii) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA, or any other Legal Requirement, with respect to any current or former employees of Seller (including the Available

Employees) as a result of any termination of employment by Seller. Seller will be liable for any claims made or incurred by its employees and their beneficiaries under the Employee Benefit Plans, and neither Buyer nor any of its Affiliates will have any responsibility, liability or obligation, to such employees, their beneficiaries or any other Person with respect to any Employee Benefit Plan.

d. Nothing in this Section 4.1 or this Agreement will be deemed to create or grant any employees of Seller or other third parties third party beneficiary rights or claims of any nature.

Section 4.2 Payment of Taxes Resulting From Sale of Assets by Seller . Seller shall pay in a timely manner all Taxes resulting from or payable in connection with the sale of the Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed by any Legal Requirements, provided , that all transfer Taxes applicable to the transfer of any Asset that are due and payable to the Governmental Authority of the jurisdiction in which the relevant Asset is physically located or registered shall be borne equally by the Seller Parties, on the one hand, and Buyer, on the other hand.

Section 4.3 Restrictive Covenants .

a. In consideration of the Purchase Price to be received under this Agreement, each Seller Party agrees that, for a period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the " Restrictive Covenant Period" ), such Seller Party shall not (and shall cause its Affiliates other than the Nordic Entities not to (it being understood that each of the Nordic Entities shall be entitled to carry out any matter set forth in this Section 4.3 )), directly or indirectly do any of the following:

i. except for any action that may be taken or not taken by any of the Seller Parties and/or any of their Affiliates in accordance with Section 4.11 and the terms of the TSA, engage in any aspect of the Business, or invest in, own, manage, operate or control any Person engaged in any aspect of the Business, anywhere within the United States of America; provided , however , that the restrictions set forth in this Section 4.3(a)(i) will not apply (i) to any investment in or the beneficial ownership of less than five percent (5%) of any class of equity securities of such Person registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (ii) to any investment in or beneficial ownership of any fixed-income securities of such Person, (iii) to any investment in or beneficial ownership of any securities of such Person solely with respect to any hedging, monetization, swap or derivative transactions or (iv) to any passive minority investment in or beneficial ownership of any equity interest of any Person who comes within the categories set forth in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended or any Qualified Institutional Buyer (as such term is defined in Rule 144A of the Securities Act of 1933, as amended) that owns, invests in or controls such Person.

ii. induce or attempt to induce any Person that was a customer of the Business as of the Closing or at any time during the twelve (12) month period preceding the Closing Date to cease doing business with Buyer; or

iii. solicit, induce, hire or attempt to hire for employment any Available Employee who accepts employment with Buyer (or an Affiliate thereof) following the Closing; provided , however , that the foregoing restriction will not prevent the hiring by any Seller Party of any such Available Employee whose employment is terminated by Buyer, provided , that in any such case the Seller Parties have not breached the terms of this Section 4.3(a) ; provided further , that the term "solicit for employment" in this Section 4.3(a)(iii) shall not be deemed to include general solicitations of employment not specifically directed toward employees of Buyer (or any Affiliate thereof).

b. Each Seller Party acknowledges that all of the foregoing provisions, including the restrictions on time and geographical scope set forth in Section 4.3(a) above, are reasonable and necessary to protect Buyer from unfair competition and solicitation. If any of the covenants set forth in this Section 4.3 are held to be invalid or unenforceable, the remainder of such covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If it is determined that any of the restrictive covenants, or any part thereof, are unenforceable because of the duration of such provision, the geographical area covered thereby, or any other determination of unreasonableness of the provision, the court making such determination shall have the power to reduce the duration, area or scope of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced.

c. In the event of a breach by any Seller Party of any covenant set forth in Section 4.3(a) of this Agreement, the Restrictive Covenant Period will be extended by the period of the duration of such breach.

d. Each Seller Party acknowledges that a breach by such party of any of the covenants set forth in Section 4.3(a) of this Agreement cannot be reasonably or adequately compensated in damages in an action at law, and that Buyer will be entitled to, among other remedies, and without posting any bond or other undertaking, injunctive relief, which may include, but will not be limited to: (i) restraining such party from engaging in any action that would constitute or cause a breach or violation of Section 4.3(a) , (ii) obtaining specific performance to compel such party to perform its obligations and covenants hereunder, and (iii) obtaining damages available either at law or in equity.

e. Notwithstanding anything herein to the contrary, the parties agree that this Section 4.3 shall not apply to, or otherwise restrict, any of the current business operations of any of the Nordic Entities, and no covenant contained in this Section 4.3 shall be binding on any successor or purchaser of substantially all of the stock or assets of any of the Nordic Entities or a third-party (non-Affiliate) purchaser of substantially all of the stock or equity interests or assets of MFRI or any of its Affiliates. Similarly, no Seller Party or any Affiliate thereof shall, promise, impose or seek to impose any restrictive covenants on Buyer in connection with the divestiture of the stock or assets of the Nordic Entities.

Section 4.4 Public Announcements . Buyer and Seller agree that no press release or public announcement, statement or disclosure (including any current report on Form 8-K filed in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) concerning this Agreement or the transaction contemplated hereby shall be issued by either party without the prior consent of the other party; provided , that the parties agree that (i) Buyer and Seller will each issue a separate press release with respect to this Agreement and the closing of the transactions contemplated hereby promptly following the Closing, and (ii) MFRI shall be entitled to file a current report on Form 8-K (the " MFRI 8-K" ) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby in accordance with SEC regulations, which report shall be substantially in the form attached hereto as Exhibit F . Subject to the foregoing, nothing contained in this Section 4.4 limits any party or CLARCOR Inc. (" CLARCOR" ) from making any announcements, statements or acknowledgments (i) that are already publicly available and not as a result of a breach of this Section 4.4 , (ii) that may be required by applicable Legal Requirements or the requirements of any national securities exchange or (iii) with respect to CLARCOR or MFRI, that may be deemed necessary or advisable by CLARCOR or MFRI, as the case may be, to be made in filings with the SEC. For the avoidance of doubt, this Section 4.4 shall not be applicable to the treatment of confidential information or any other matter set forth in Section 4.5 .

Section 4.5 Confidentiality . Each Seller Party shall not, and shall cause their respective Affiliates and representatives not to, except with the prior written consent of Buyer, (a) use any Confidential Information except for purposes expressly contemplated under this Agreement, or (b) disclose to any third party any Confidential Information; provided , that the Seller Parties and their respective Affiliates and representatives may disclose Confidential Information that would otherwise be subject to this clause (b) if the Seller Parties reasonably determine that (i) such disclosure is required by applicable Legal Requirement or requested by any securities exchange or any Governmental Authority having jurisdiction over any Seller Party, wherever situated, and whether or not the requirement or request has the force of law, (ii) such disclosure is required or desirable in order to facilitate the acquisition of any consent pursuant to Section 1.9 or otherwise required for the purpose of bringing into effect any of the transactions contemplated by this Agreement or (iii) such disclosure is required in order to enforce this Agreement and any other agreement entered into in connection with the transactions contemplated under this Agreement, provided , that in the case of (i), to the extent not inconsistent with such Legal Requirement or request, the Seller Parties shall (w) to the extent reasonably practicable notify Buyer of the existence, terms and circumstances surrounding such Legal Requirement or request, (x) consult with Buyer on the advisability of taking steps available under any applicable Legal Requirement to challenge, resist or narrow such Legal Requirement or request, (y) exercise their reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information and (z) if such order or other assurance is denied, disclose only that portion of the Confidential Information that the Seller Parties reasonably determine is legally required to be disclosed. For purposes of this Agreement, " Confidential Information" means all documentation, data and other information that (i) is related to Buyer or its Affiliates that has been provided by Buyer or its Affiliates to any Seller Party or any of their respective representatives or Affiliates in connection with the consummation of the transactions contemplated hereby, (ii) is included in the Assets or (iii) is otherwise related to the Business (for the avoidance of doubt, clause (iii) shall not comprise any documentation, data or other information that constitutes the assets of the Nordic Entities or otherwise relates to the businesses of the Nordic

Entities), whether any such documentation, data or other information is in oral, written or electronic form or retained in the memory of any recipient thereof and including any documentation prepared by any Seller Party or their respective Affiliates or representatives based on, containing or otherwise reflecting such documentation, data or other information; provided, however, that Confidential Information will not include any documentation, data or other information that is or becomes available to the public other than as a result of a breach by any Seller Party of this Section 4.5 .

Section 4.6 Misdirected Payments, Etc . Following the Closing, Buyer and Seller covenant and agree to remit, with reasonable promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other party or its subsidiaries; provided , that any customer payments deposited in Seller’s bank accounts following the Closing in respect of accounts receivable owed to Buyer shall be remitted by Seller to Buyer no later than twenty-one (21) calendar days following deposit.

Section 4.7 Retention and Access to Books and Records . From and after the Closing, the Seller Parties and the Buyer agree that each of them shall preserve and keep, or cause to be preserved and kept, all pre-Closing books and records (collectively, " Records" ) held by them or their Affiliates relating to the Business for the longer of any applicable statute of limitations and a period of six (6) years from the Closing Date. During such six-year or longer period, representatives of the Seller Parties or the Buyer shall, upon reasonable notice, have access (except to the extent such access would (x) be likely to result in the loss of any attorney-client privilege of the disclosing party, except to the extent that such privilege may be preserved by entering into a common interest or similar agreement for the purposes of preserving such privilege, or (y) contravene or violate any Legal Requirements), during regular business hours, at the sole cost of the requesting party, to examine, inspect and copy such Records for any reasonable purposes. The requesting party shall return or destroy, as may be reasonably requested by the other party, all copies of such Records as soon as such Records are no longer needed in connection with the circumstances described in the immediately preceding sentence. If so requested by any party, the Seller Parties or the Buyer, as applicable, shall enter into a customary joint defense agreement with the other party with respect to any information to be provided pursuant to this Section 4.7 .

Section 4.8 Cooperation on Tax Matters . Following the Closing, the parties hereto shall use commercially reasonable efforts to cooperate with each other and shall make available to the other, as reasonably requested and at the expense of the requesting party, and to any taxing authority, all information, records or documents relating to Tax liabilities or potential Tax liabilities of the Seller Parties for all periods on or prior to the Closing and any information which may be relevant to determining any amount payable under this Agreement, and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof.

Section 4.9 Change of Name . As promptly as practicable following the Closing Date, Seller shall amend its certificate of incorporation and take all other actions necessary to change its entity name to a new name sufficiently dissimilar to Seller’s present name that is reasonably satisfactory to and consented to by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned).

Section 4.10 Redaction of Customers Information . As promptly as practicable following the Closing, the Seller Parties engaged in the Filter Bag Business shall (and shall cause their respective Affiliates engaged in the Filter Bag Business to) redact or render not usable all records, electronic and other data Related to the Business that are on the Information System of such Seller Parties and/or Midwesco (including the names and descriptions of the products of the Business, bills and materials relating thereto, customers thereof and the related history and routings thereof), but only to the extent that the Seller Parties determine in good faith (after consultation with Buyer or a third-party information technology advisor mutually agreed to by the Seller Parties and Buyer) that the redaction or rendering thereof will not destroy or disable the files or database that contain such records or data, provided , that neither Seller Party nor any of the relevant Affiliate shall be obligated to purge, redact or render not usable (i) any written notes Related to the Business that are contained in such Information System but are not otherwise searchable within such Information System and (ii) any part number Related to the Business that solely consists of alphanumeric digits.

Section 4.11 Cooperation by Filter Bag Business . Until the earlier of (i) the termination of the Restrictive Covenant Period, or (ii) the divesture of the Filter Bag Business or substantially all of the assets necessary to conduct

the Filter Bag Business by the relevant Seller Parties or their respective Affiliates, the Seller Parties engaged in the Filter Bag Business shall not (and shall cause their respective Affiliates engaged in the Filter Bag Business not to), upon inquires by any of their U.S.-based customers of the products or services of the Business, refer such customer to any Person other than Buyer (or any Affiliate thereof).

Section 4.12 Collection of Accounts Receivable; Cooperation Regarding Accounts Receivable and Accounts Payable .

a. Following the Closing, Seller is responsible for the collection of unpaid Accounts Receivable that are Related to the Business (which are being retained by Seller pursuant to Section 1.2(d) ) and the collection of such Accounts Receivable shall be in a manner consistent with past practice. Seller shall not engage a collection agent or commence legal proceedings against any account debtor with respect to any such retained Accounts Receivable without giving Buyer at least ten (10) Business Days’ prior written notice, which notice shall contain the names of the account debtor and the amount of the uncollected account in question. Buyer may, in its sole option, within such ten (10) Business Day period after receipt of Seller’s notice, purchase the account(s) in question for the full face value thereof, without recourse, by written notice to Seller, which notice shall include a check for the full face amount of such uncollected account.

b. Seller and Buyer shall appoint one or more representatives to meet at least once every fourteen (14) calendar days following the Closing Date to review and attempt to resolve in good faith any open issues relating to the collection of unpaid Accounts Receivable that are Related to the Business (which are being retained by Seller pursuant to Section 1.2(d)) and any accounts payables that are being retained by Seller pursuant to Section 1.3(b)(i) (to the extent related to ongoing suppliers of the Business). The parties agree that the initial representative for Seller for purposes of this Section 4.12(b) shall be Jim Hoffman and the initial representative for Buyer for purposes of this Section 4.12(b) shall be Al Hinrichs.

c. On or about the date that is sixty (60) calendar days following the Closing Date, Christopher Ferraro, on behalf of Buyer, and Karl Schmidt, on behalf of Seller, shall meet to (i) review and discuss in good faith any open issues relating to the collection of unpaid Accounts Receivable that are Related to the Business (which are being retained by Seller pursuant to Section 1.2(d) ) and any accounts payables that are being retained by Seller pursuant to Section 1.3(b)(i) (to the extent related to ongoing suppliers of the Business) and (ii) identify any reasonable steps that either party could take to assist the other party in resolving any open issues relating to the collection of accounts receivable or payment of accounts payable of the Business.

Section 4.13 Capital Lease Obligations . As promptly as practicable (and in any event no later than thirty (30) calendar days following the Closing Date), Seller shall repay in full of all amounts outstanding under any capital lease to which any Asset is subject.

Section 4.14 Further Assurances . Following the Closing, subject to the terms of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (including any purging of information in accordance with Section 4.10 ) to consummate the transactions contemplated under this Agreement, including execution and delivery such additional documents, instruments, conveyances and assurances, and to take such further actions as may be reasonable required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Article V. INDEMNIFICATION

Section 5.1 Survival . All representations, warranties, covenants, and obligations in this Agreement, the Schedules attached hereto, and any other certificate or document delivered pursuant to this Agreement will survive the Closing and the consummation of the transactions contemplated hereby subject to Section 5.6 .

Section 5.2 Indemnification and Reimbursement By Seller Parties . Subject to the limitations set forth in this Article V , including this Section 5.2 and Sections 5.4 and 5.5 , the Seller Parties shall, jointly and severally, indemnify and hold harmless Buyer and its equity holders (collectively, the " Buyer Indemnified Persons" ), and shall reimburse

the Buyer Indemnified Persons, for any Losses suffered or incurred by any Buyer Indemnified Person to the extent arising from or in connection with:

a. any breach of any representation or warranty made by the Seller Parties in Article II of this Agreement;

b. any breach of any covenant or obligation of any of the Seller Parties in this Agreement;

c. any Retained Liabilities;

d. any product or component thereof manufactured by, or shipped, or services provided by, any Seller Party with respect to the Business, in whole or part, prior to the Closing; and

e. any liability or obligations for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Seller Party (or any Person acting on its behalf) in connection with the transactions contemplated hereby.

Section 5.3 Indemnification and Reimbursement by Buyer . Subject to the limitations set forth in this Article V , including this Section 5.3 and Sections 5.4 and 5.5 , Buyer shall indemnify and hold harmless the Seller Parties (collectively, the " Seller Indemnified Persons" ), and shall reimburse the Seller Indemnified Persons for, any Losses suffered or incurred by any Seller Indemnified Person to the extent arising from or in connection with:

a. any breach of any representation or warranty made by Buyer in Article III of this Agreement;

b. any breach of any covenant or obligation of Buyer in this Agreement;

c. any Assumed Liabilities;

d. any product or component thereof manufactured by, or shipped, or services provided by, Buyer with respect to the Business, in whole or part, following the Closing; and

e. any liability or obligations for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with the transactions contemplated hereby.

Section 5.4 Limitations on Indemnification by Seller Parties . Notwithstanding anything contained herein to the contrary, the obligation of the Seller Parties to indemnify the Buyer Indemnified Persons pursuant to Section 5.2 is subject to the following limitations and qualifications:

a. The Seller Parties will have no indemnification liability with respect to any Loss pursuant to Section 5.2(a) unless, until and only to the extent that the total amount of all Losses incurred by the Buyer Indemnified Persons under Section 5.2(a) (on a collective basis) exceeds one hundred fifty thousand dollars ($150,000) (the " Threshold" ), and then only for the amount by which such Losses exceed the Threshold.

b. The aggregate amount of all payments to which the Buyer Indemnified Persons shall be entitled in satisfaction of claims for indemnification pursuant to Section 5.2(a) shall in no event exceed one million one hundred thousand dollars ($1,100,000) (the " Cap" ).

c. The limitations set forth in clauses (a) and (b) of this Section 5.4 shall not apply to breaches of Section 2.1 (Organization and Corporate Power), Section 2.2 (Authorization; No Breach), Section 2.5 (Taxes) or Section 2.15 (Brokers or Finders) (the " Fundamental Seller Reps" ); provided that notwithstanding anything to the contrary in this Agreement, the maximum amount of Losses that may be recovered by all of the Buyer Indemnified Persons in the aggregate under this Agreement, other than Losses arising from or in connection with any breach by any Seller Party of Section 4.3 or Section 4.5 , shall not exceed the Purchase Price.

d. Nothing contained herein (including Sections 5.4(a) and (b) ) shall limit or restrict any Buyer Indemnified Person’s right to maintain or recover any amounts in connection with any action or claim based upon any intentional fraud.

Section 5.5 Limitations on Indemnification by Buyer . Notwithstanding anything contained herein to the contrary, the obligation of Buyer to indemnify the Seller Indemnified Persons pursuant to Section 5.3 is subject to the following limitations and qualifications:

a. Buyer will have no indemnification liability under Section 5.3(a) until the total amount of Losses incurred by the Seller Indemnified Persons under Section 5.3(a) (on a collectively basis) exceeds the Threshold, and then only for the amount by which such Losses exceed the Threshold.

b. The aggregate amount of all payments to which the Seller Indemnified Persons shall be entitled in satisfaction of claims for indemnification pursuant to Section 5.3 shall in no event exceed the Cap.

c. The limitations set forth in clauses (a) and (b) of this Section 5.5 shall not apply to breaches of Section 3.1 (Organization and Corporate Power), Section 3.2 (Authority; No Conflict) or Section 3.6 (Brokers or Finders) (the " Fundamental Buyer Reps" ).

d. Nothing contained herein (including Sections 5.5(a) and (b) ) shall limit or restrict any Seller Indemnified Person’s right to maintain or recover any amounts in connection with any action or claim based upon intentional fraud.

Section 5.6 Time Limitations .

a. The Seller Parties will have no indemnification liability for the breach of any representation or warranty set forth in Article II , unless on or before the date that is eighteen (18) months following the Closing Date, Buyer notifies the Seller Parties in writing of a breach specifying the factual basis of such breach in reasonable detail to the extent then known by Buyer; provided , however , that (i) any breach notice with respect to any Fundamental Seller Rep may be made by Buyer at any time prior to the later of (x) the third (3rd) anniversary of the Closing Date or (y) thirty (30) days following the expiration of the applicable underlying statute of limitations period, and (ii) any breach notice with respect to any claim for indemnification or reimbursement not based upon any representation or warranty made by the Seller Parties under Article II may be made at any time until such time that it is not permissible to bring such claim pursuant to Applicable Law.

b. Buyer will have no indemnification liability for the breach of any representation or warranty set forth in Article III , unless on or before the date that is eighteen (18) months following the Closing Date, the Seller Parties notify Buyer of a breach specifying the factual basis of such breach in reasonable detail to the extent then known by the Seller Parties, provided , however , that (i) any breach notice with respect to any Fundamental Buyer Rep, or a claim for indemnification or reimbursement not based upon any representation or warranty made by Buyer under Article III , may be made by the Seller Parties at any time prior to the later of (x) the third (3rd) anniversary of the Closing Date or (y) thirty (30) days following the expiration of the applicable underlying statute of limitations period, and (ii) any breach notice with respect to any claim for indemnification or reimbursement not based upon any representation or warranty made by Buyer under Article III may be made at any time until such time that it is not permissible to bring such claim pursuant to Applicable Law.

Section 5.7 Third Party Claims .

a. In the event that a claim is made by a third party (a " Third-Party Claim" ) against any Person in connection with which any Person is (or is anticipated to be) entitled to indemnity under Section 5.2 or Section 5.3 (an " Indemnified Person" ; any Person required to provide indemnity under this Agreement is referred to as an " Indemnifying Person" ), then, (i) in the case of any claim under Section 5.2 , Buyer shall provide notice to the Seller Parties, and (ii) in the case of any claim under Section 5.3 , the Seller Parties shall provide notice to Buyer, in each such case promptly following the assertion of such Third-Party Claim (or, if later, the time at which such Third-Party Claim is anticipated to give rise to any indemnification obligations under this Agreement), provided , that the failure of the Indemnified Person to deliver such notice promptly in accordance with this Section 5.7(a) shall not relieve the Indemnifying Person from any liability that it may have to the indemnified Person, except to the extent such failure to promptly provide such notice results in the forfeiture by the Indemnifying Person of any rights or defenses with respect to such Third-Party Claim.

b. If an Indemnified Person gives notice pursuant to Section 5.7(a) of the assertion of a Third-Party Claim in connection with which any Indemnified Person is (or is anticipated to be) entitled to indemnity under Section 5.2 or 5.3 , as applicable, the Indemnifying Person shall, at its sole cost and expense, be entitled to participate in the defense of such Third-Party Claim and, at the election of the Indemnifying Person, to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article V for any fees or expenses related to the defense of such Third-Party Claim of other counsel engaged by the Indemnified Person to participate in the defense thereof, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the

Indemnified Person’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and such compromise or settlement includes an unconditional release of the Indemnified Person; and (iii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of any Third-Party Claim in accordance with the first sentence of this Section 5.7(b) , and the Indemnifying Person does not, within ten days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

c. Notwithstanding the foregoing, if an Indemnified Person reasonably determines that it is likely that a Third-Party Claim may adversely affect it or its Affiliates in any material respect other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, provided , that such Indemnified Person shall be responsible for all attorneys’ fees and expenses and court costs incurred by it (or any Affiliate thereof) as a result of the assumption by such Indemnified Person (or any Affiliate thereof) to defend, comprise or settle such Third-Party Claim. If the Indemnified Person assumes and controls the defense of such Third Party Claim pursuant to this Section 5.7(c) and proposes to compromise or settle such Third Party Claim prior to a final judgement thereon or to forgo any appeal with respect thereto, the Indemnifying Person shall not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld, conditioned or delayed).

d. With respect to any Third-Party Claim subject to indemnification under this Article V : (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Third-Party Claim and any related proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

Section 5.8 Procedure For Indemnification - Other Claims . A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought.

Section 5.9 Insurance Proceeds and Tax Benefits . The amount of Losses for which any Indemnified Person is entitled to indemnification under this Agreement shall be reduced by the amount of (i) insurance proceeds actually received by any such Indemnified Person in respect of any such Losses (net of any applicable deductibles or similar costs of recovery and expenses incurred by any such Indemnified Person in connection with recovering such insurance proceeds (such net insurance proceeds, as so reduced, the " Net Insurance Proceeds" )) and (ii) any Tax Benefit actually received by the Indemnified Person or any its Affiliates (on a consolidated basis) on account of such Loss. In the event that any such insurance proceeds or any such Tax Benefit are not received or realized, as applicable, by an Indemnified Person until after an indemnification claim has been paid hereunder, then the amount of the Net Insurance Proceeds or Tax Benefit, as the case may be, will be applied, first, to refund any payments made by any Indemnifying Person which would not have been paid had such recovery been made or such benefit been realized, as applicable, prior to payment and, second, any excess to the Indemnified Person. For purposes hereof, " Tax Benefit" shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid with respect to the Tax year of the Indemnified Person during which the indemnification payment is made, and all prior Tax years ending after the Closing Date, in each case computed at the actual Tax rates of the Indemnified Person with respect to the year in which such Tax Benefit was realized.

Section 5.10 Treatment of Indemnity Payments . Any indemnification payments pursuant to this Article V will be treated for all Tax purposes as an adjustment to the Purchase Price.

Section 5.11 Materiality Qualifications . For purposes of calculating the amount of Losses to which the Buyer Indemnified Persons and Seller Indemnified Persons are entitled under this Article V (but not for purposes of determining whether a representation or warranty has been breached), each representation and warranty under Articles

II and III will be read without regard and without giving effect to the term "material," "materiality," "Material Adverse Effect" as if such word or phrase were deleted from such representation and warranty.

Section 5.12 Other Limitations .

(a) Notwithstanding anything to the contrary contained in this Article V , no Buyer Indemnified Person or Seller Indemnified Person shall be entitled to recover any Losses (and such Losses shall not be included in meeting the stated thresholds in Section 5.4(a) and 5.5(a) ), to the extent such Losses would duplicate any amount taken into account in the calculation of the Closing Date Net Working Capital.

(b) Following the Closing, except with respect to claims based upon intentional fraud, the indemnification provided by this Article V shall be the sole and exclusive remedy for any Losses of any Indemnified Person with respect to any and all claims relating to the subject matter of this Agreement, provided that nothing in this Agreement shall limit any Indemnified Person’s rights hereunder or otherwise to injunctive or other equitable relief to enforce its rights under this Agreement or otherwise in connection with the transactions contemplated hereby. Nothing contained in this Agreement shall limit or restrict any Person who is a party to any agreement to be entered into at Closing pursuant to the terms hereof to obtain damages or any other legal or equitable relief from any other Person who is a party to any such agreement in connection with any breach of such agreement pursuant to the terms of such other agreement.

Article VI. GENERAL PROVISIONS

Section 6.1 Expenses . Except as otherwise expressly provided in this Agreement, each party to this Agreement shall bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of its representatives.

Section 6.2 Assignment; No Third Party Beneficiaries . No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, except for assignment and transfers by operation of law and assignment of any rights hereunder to any Affiliate of Buyer or Seller, provided that no such assignment will relieve any parties hereto from any of its obligations hereunder. 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. Nothing in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section 6.2 .

Section 6.3 Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or received by certified mail, return receipt requested, or sent by reputable overnight courier service (charges prepaid) to the recipient at the address indicated below or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder (i) when delivered personally to the recipient, (ii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile or electronic mail if so acknowledged to have been received before 5:00 p.m. on a Business Day at the location of receipt and otherwise on the next following Business Day, provided , that such notice, demand or other communication is also deposited within twenty-four (24) hours thereafter with a reputable overnight courier service (charges prepaid) for delivery to the same Person, or (iv) five (5) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

If to the Seller Parties:

MFRI

7720 North Lehigh Avenue,

Niles, IL 60714

Attn: President and Chief Financial Officer

Phone: 847.966.1000

Facsimile: 847.966.8563

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

DLA Piper LLP (US)

203 North LaSalle Street

Suite 1900

Chicago, Illinois

Attn: Greg Hayes

Phone:312.368.2155

Facsimile: 312.251.2188

E-mail: gregory.hayes@dlapiper.com

Attn: Robert C. Davis III

Phone: 312.368.3419

Facsimile: 312.251.5839

E-mail: rob.davis@dlapiper.com

If to Buyer:

c/o CLARCOR Inc.

840 Crescent Centre Drive, Suite 600

Franklin, Tennessee 37067

Attention: Richard M. Wolfson, Vice President - General Counsel & Corp. Secretary

Facsimile: (615) 771-5616

Electronic Mail: Richard.Wolfson@clarcor.com

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

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention:    J. Page Davidson

Kevin H. Douglas

Andrea N. Orr

Facsimile:    (615) 742-2753

(615) 742-0454

(615) 742-0046

Electronic Mail:    pdavidson@bassberry.com

kdouglas@bassberry.com

aorr@bassberry.com

Section 6.4 Entire Agreement; Modification . This Agreement, together with the Annexes, Schedules and Exhibits attached to this Agreement and the other documents delivered pursuant to this Agreement, constitute the entire agreement among the parties and supersede all prior agreements, whether written or oral, between the parties with respect to the subject matter hereof and thereof, including, but not limited to, that certain Confidentiality Agreement, dated September 9, 2015 by and between CLARCOR and Brown Gibbons Lang & Company Securities, Inc., on behalf of Seller. This Agreement may not be amended except by a written agreement signed by each of the parties to this Agreement.

Section 6.5 Waiver . Neither the failure nor any delay by any party in exercising any right under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, and no single or partial exercise of any such right will preclude any other or further exercise of such right or the exercise of any other right. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other parties; (b) no waiver that may be given by a party will be

applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. Subject to Article V and Section 6.10 , the rights and remedies of the parties to this Agreement are cumulative and not alternative.

Section 6.6 Severability . If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided , however , that the remaining provisions will continue in full force and effect without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause is so significant as to materially affect the expectations of the parties regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the parties with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

Section 6.7 Headings; Construction . The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All Annexes, Exhibits and Schedules to this Agreement are incorporated into and constitute an integral part of this Agreement as if fully set forth herein. All words used in this Agreement will be construed to be of such gender or number as the context requires. All references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto. The information and disclosures contained in each section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other sections of the Disclosure Schedule as though fully set forth in such other sections (whether or not specific cross-references are made) to the extent that it is reasonably clear from a reading of the disclosure and such other sections by a third party that such disclosure also qualifies or applies to such other sections. The language used in the Agreement will be construed, in all cases, according to its fair meaning, and not for or against any party hereto. The parties acknowledge that each party has reviewed this Agreement and that rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be available in the interpretation of this Agreement.

Section 6.8 Execution of Agreement; Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar imaging transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar imaging transmission, will be deemed to be their original signatures for any purpose whatsoever.

Section 6.9 Governing Law . This Agreement, and any claims that arise out of or result from this Agreement, will be governed by and construed under the laws of the State of Delaware (" Applicable Law" ) without regard to any conflicts of laws principles that would require the application of any other law.

Section 6.10 Arbitration .

(a) In the event of any dispute, controversy or claim after the Closing between any of the parties hereto arising out of or relating to this Agreement (other than with respect to the determination of the Final NWC Adjustment Amount and the Final AP/AR Adjustment Amount, which shall be resolved pursuant to Section 1.5 , or as otherwise set forth in Section 6.10(d) ), or the breach, termination or invalidity hereof (including the validity, scope and enforceability of this arbitration provision) (the " Dispute" ), the parties shall attempt to resolve such Dispute among themselves within thirty (30) calendar days from the date either party sends written notice of such Dispute to the other party. If the parties fail to resolve the Dispute within such period, the Dispute shall be settled by binding arbitration pursuant to the remainder of this Section 6.10 .

(b) The Dispute shall be resolved by binding arbitration under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (" AAA" ). Arbitration may be initiated by any party hereto by the filing of an arbitration claim (an " Arbitration Claim" ) with AAA. The arbitration hearing shall be conducted in Chicago, Illinois.

(c) There will be three arbitrators, unless the parties to any Dispute are able to agree on a single arbitrator. In the absence of such agreement, within ten days after the filing of an Arbitration Claim, the party(ies) on one side of the Dispute shall select one arbitrator and the party(ies) on other side of the Dispute shall select one arbitrator, and those two arbitrators shall then select within ten days a third arbitrator. If those two arbitrators are unable to select a third arbitrator within such ten day period, a third arbitrator shall be appointed by the commercial panel of the AAA.

(d) The decision in writing of at least two of the three arbitrators will be final and binding upon the parties (or, in the case there is one arbitrator, the decision in writing of such arbitrator). The written award of the arbitrator(s) shall include reasons supporting the award. The arbitrator(s) will have power and authority to award any remedy or judgment that is not inconsistent with the limitations on liability in this Agreement and that could be awarded by a court of law in the State of Delaware, except with respect to claims that seek strictly injunctive relief. Any claims that seek strictly injunctive relief and any claims or applications in aid of arbitration, including without limitation a proceeding to compel arbitration and claims made pursuant to Section 6.11 , shall be filed in the state or federal courts located in Cook County, Illinois, and all parties consent to the exclusive jurisdiction of such courts for such matters and consent to the personal jurisdiction and venue of such courts. The award rendered by arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction.

(e) The arbitrator(s) will be bound by and strictly enforce the terms of this Agreement, and may not limit, expand or otherwise modify its terms. The arbitrator(s) shall make a good faith effort to apply substantive applicable law, but an arbitration decision will not be subject to review because of errors of law. The arbitrator(s) will be bound to honor claims of privilege or work product doctrine recognized at law, but the arbitrator(s) will have the discretion to determine whether any such claim of privilege or work product doctrine applies.

(f) The rules of arbitration will be the Commercial Arbitration Rules of the AAA, as modified by any other instructions that the parties may agree upon at the time, except that each party will have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure.

(g) The arbitration shall be governed by the laws of the State of Delaware, excluding any conflict-of-laws rules or principles that might refer the governance or the construction of this Agreement to the law of another jurisdiction.

(h) Each party will bear its own expenses with respect to arbitration, and the parties will share equally the fees and expenses of the AAA and the arbitrator(s). Notwithstanding the foregoing, the arbitrator(s) shall be empowered to award legal fees and expenses.

(i) All documents, briefs, testimony, transcripts and arbitrators’ decisions shall be kept confidential unless disclosure is required by law or in connection with enforcement or appeal of a decision or award hereunder to a court of proper jurisdiction.

Section 6.11 Enforcement of Agreement . Each party hereto acknowledges and agrees that the other parties hereto would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms, and that any breach of this Agreement by such party could not be adequately compensated by monetary damages. Accordingly, each party hereto agrees that, in addition to any other right or remedy to which such party may be entitled, at law or in equity, such party shall, subject to Section 6.10(d) , be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of the provisions of this Agreement, without posting any bond or other undertaking.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above.

For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Annex A :

" Accounting Practices and Procedures" means GAAP and (except to the extent inconsistent with GAAP) the accounting methods, policies, practices and procedures, including classification and estimation methodology, used by Seller in the preparation of the Reference Balance Sheet.

"Accounts Payable" means (i) accounts payable trade (account 2110), plus (ii) received goods (account 2130), plus (iii) drafts payable (account 1015), plus (iv) customer credits (account 2030), plus (v) customer deposits (account 2140), plus (vi) monthly accruals (account 2150), plus (vii) misc. employee accruals (account 2180) of Seller existing as of the Effective Time, in each case Related to the Business and determined in accordance with the Accounting Practices and Procedures.

"Accounts Receivable" means (i) accounts receivable trade (account 1021), minus (ii) allowance for doubtful accounts (account 1022), minus (iii) allowance for sales returns (account 1024), plus (iv) miscellaneous accounts receivable (account 1025) of Seller existing as of the Effective Time, in each case Related to the Business and determined in accordance with the Accounting Practices and Procedures.

"Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

"Applicable Contract" means any Contract to which Seller or any Affiliate thereof is a party that is Related to the Business or by or to which any Assets are bound or subject and which:

(a) was entered into with a customer or supplier of the Business and under which any contractual obligations remain outstanding (whether by such customer or supplier, as the case may be, or by the Business);

(b) contains any provision or covenant that in any way purports to limit the ability of any Person to (i) compete with the Business, or pursuant to which any benefit is required to be given or lost as a result of so competing or engaging, or (ii) disclose any confidential information relating to the Business,

(c) is an IP License;

(d) conveys any ongoing rights to Seller or any of its Affiliates with respect to any of the Assets, including performance guarantees, warranties or rights to indemnification;

(e) was entered into in connection with the settlement or resolution of a dispute or Proceeding in respect of the Business or the Assets and which conveys any ongoing rights or benefits to Seller or any Seller Party (other than those settlements or resolutions whereby the only ongoing right of or benefit to such Seller Party is to receive cash payments therefor of less than one hundred thousand dollars ($100,000)); or

(f) is an amendment, supplement or modification in respect of any of the foregoing.

"Applicable Date" means November 30, 2015.

"Business" means the design, manufacture, storage, marketing, supply or servicing of original and replacement of (i) pleated filter bags used in commercial and industrial air filtration bag-house applications; (ii) air filter cartridges used in commercial or industrial dust collection equipment; and/or (iii) air filters for gas turbine air inlet applications. For the avoidance of doubt, the "Business" does not include the Filter Bag Business.

"Business Day" means any day other than Saturday or Sunday or any other day which banks in New York are permitted or required to be closed.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

"Code" means the Internal Revenue Code of 1986, as amended.

"Contract" means any contract, agreement, lease, license, commitment, understanding, franchise, warranty, guaranty, mortgage, note, bond or other instrument or consensual obligation that is legally binding and any other purchase or sales order (whether blanket or individual).

"Disclosure Schedule" means the disclosure schedule delivered by Seller to Buyer on the date hereof.

" Domain Names" has the meaning set forth in the definition of Intellectual Property.

"Employee Benefit Plans" means all deferred compensation, incentive compensation, equity purchase, equity option or other equity-based, retention, change in control, severance or termination pay, hospitalization or other medical, life, dental, vision, disability or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, programs, agreements or arrangements, and each other fringe or other employee benefit plan, program, agreement or arrangement (including any "employee benefit plan", within the meaning of Section 3(3) of ERISA), sponsored, maintained or contributed to or required to be contributed to by Seller or by any ERISA Affiliate of Seller for the benefit of any current or former employee, independent contractor or director (and/or their dependents or beneficiaries) of Seller, or with respect to which any ERISA Affiliate of Seller otherwise has any liabilities or obligations.

"Encumbrance" means any charge, claim, equitable interest, lien, encumbrance, pledge, security interest, mortgage, encroachment, easement or restriction of any kind.

" Environmental Laws" means all domestic or foreign federal, state, local and municipal Legal Requirements concerning pollution or the protection of the environment (including, without limitation, soil, air, water, groundwater and climate) or human health.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means any entity that is considered a single employer with Seller under Section 414 of the Code.

"Filter Bag Business" means the design, manufacture, storage, marketing, supply or servicing of original or replacement non-pleated filter bags, or the support cages therefor, used in commercial and industrial air filtration applications.

"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended.

" GAAP" means generally accepted accounting principles in the United States, applied on a consistent basis.

"Governmental Authority" means any domestic or foreign federal, state, provincial, local or municipal court, legislature, executive or regulatory authority, agency or commission, or other governmental entity, authority or instrumentality.

"Governmental Authorization" means any domestic or foreign federal, state, provincial special or local license, permit, governmental authorization, franchise, accreditation, registration, approval or consent.

" Information Systems" means all Software, computer hardware, data storage systems, computer and communications networks, architecture interfaces and firewalls (whether for data, voice, video, or other media access, transmission, or reception) and other apparatus used by Seller or its Affiliates in connection with the Business to create, manipulate, store, transmit, exchange, or receive information in any form.

"Intellectual Property" means all domestic, foreign, federal, state and/or provincial (a) patents and patent applications, and all patents issuing thereon, including without limitation utility, model and design patents and certificates of invention, together with all reissue patents, patents of addition, divisionals, provisional applications, renewals, continuations, continuations-in-part, substitutions, additions, extensions, confirmations, re-examinations, and all foreign counterparts of the forgoing which are in the process of being prepared, and all inventions and improvements disclosed therein (collectively, " Patents" ); (b) trademarks, service marks, trade dress, trade names, brand names, logos, commercial symbols, and unique phone numbers incorporating any of the foregoing,, and all registrations, applications and goodwill associated therewith (collectively, " Trademarks" ); (c) copyrights and all works of authorship, whether or not registered, and all applications, registrations, and renewals in connection therewith (collectively, " Copyrights" ); (d) software, including without limitation computer programs, operating systems, applications, interfaces, architecture, file formats, software, and firmware, together with any associated data files and databases, source code and object code, algorithms and any and all specifications and documentation (including training and user manuals) related thereto and all copyrights therein (" Software" ); (e) domain names, Internet addresses, web sites, URLs, web pages, registrations for any of the foregoing (" Domain Names" ); (f) confidential and proprietary information, including without limitation, trade secrets, know-how, formulae, ideas, concepts, discoveries, innovations, improvements, results, reports, information and data, research, laboratory and programmer notebooks, methods, procedures, proprietary technology, operating and maintenance manuals, engineering and other drawings and sketches, customer lists, supplier lists, pricing information, cost information, business manufacturing and production, processes, techniques, designs, specifications, and blueprints (collectively, " Trade Secrets" ); and (g) all other intellectual property and proprietary rights in any form or medium known or later devised, copies and tangible embodiments, goodwill and rights to recover for past, present and future infringement associated with any of the foregoing.

"IP Licenses" means all Contracts pursuant to which Seller or its Affiliates (i) have acquired rights in (including usage rights) or to any Seller Intellectual Property, including without limitation Software, or (ii) have licensed or transferred the right to use any Intellectual Property to any Person.

"IRS" means the United States Internal Revenue Service.

"Key Customer" means each of the customers of the Business to whom Seller or its Affiliates had collective sales (with respect to the Business) in excess of $150,000 during the 12 month period ended December 31, 2015.

"Key Supplier" means each of the suppliers of the Business from which Seller or its Affiliates made total collective purchases (with respect to the Business) in excess of $100,000 during the 12 month period ended December 31, 2015.

"Knowledge of Seller" (and any similar expression) means any matters actually known, following reasonable inquiry, by Andre Grundahl, Jim Hoffman, Jay Maslekar, Brad Mautner, Karl Schmidt or Tom Walker, in each case as of the date of this Agreement.

"Knowledge of Buyer" (and any similar expression) means any matters actually known, following reasonable inquiry, by any of Christopher Conway, David Fallon or Richard Wolfson.

"Legal Requirement" means any domestic or foreign federal, state, provincial, local or municipal law, ordinance, code, principle of common law, regulation, statute, statutory provision, legislation, order, directive or other legal requirements.

"Losses" means all actual and calculable losses, liabilities, damages or expenses (including costs of investigation and defense and attorneys’ fees and expenses), whether or not involving a third-party claim; provided , however , that Losses do not include any special, punitive, exemplary, speculative, indirect, remote or consequential damages, damages for lost profits or damages computed on a multiple of earnings.

"Material Adverse Effect" means any material adverse change in or material adverse effect on, or any event that would result in a material adverse change in or material adverse effect on, the Business or the ability of the Seller Parties to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby.

"Material Contract" means any Contract to which Seller or an Affiliate thereof is a party that is Related to the Business or by or to which any Assets are bound or subject and which:

(g) was entered into with a customer or supplier and involves aggregate payments by or to the Business, or is otherwise anticipated to involve payments following the Closing by or to the Business, of at least fifty thousand dollars ($50,000) during any twelve-month period;

(h) contains any provision or covenant that in any way purports to limit the ability of any Person to (i) compete with the Business, or pursuant to which any benefit is required to be given or lost as a result of so competing or engaging, or (ii) disclose any confidential information relating to the Business;

(i) is an IP License (excluding off-the-shelf computer programs and the terms of use or service for any web site, subject to one-time or annual payments of less than ten thousand dollars ($10,000));

(j) conveys any ongoing rights to Seller or any of its Affiliates with respect to any of the Assets, including performance guarantees, warranties or rights to indemnification;

(k) was entered into in connection with the settlement or resolution of a dispute or Proceeding in respect of the Business or the Assets and which conveys any ongoing rights or benefits to any Seller Party (other than those settlements or resolutions whereby the only ongoing right of or benefit to such Seller Party is to receive cash payments therefor of less than one hundred thousand dollars ($100,000)); or

(l) is an amendment, supplement or modification in respect of any of the foregoing.

"Net Working Capital" means (i) the combined current assets of Seller reflected in the line items included in the Net Working Capital Calculation Illustration, minus (ii) the combined current liabilities of Seller reflect in the line

items included in the Net Working Capital Calculation Illustration, in each case calculated as of the Effective Time in accordance with the Accounting Practices and Procedures.

"Net Working Capital Adjustment Amount" means the difference between (i), the Net Working Capital and (b) the Target Net Working Capital Amount.

"Nordic Entities" means Nordic Air Filtration A/S, Nordic Air Filtration Middle East Limited FZC and Midwesco Filter Resources, Inc. Denmark A/S.

"Order" means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority.

"Ordinary Course of Business" means the ordinary course of business, consistent with past practice.

"Owned Intellectual Property" shall mean any and all Intellectual Property Related to the Business that is owned by or purported to be owned by or proprietary to Seller and its Affiliates, including without limitation all Registered Intellectual Property.

"Patents" has the meaning set forth in the definition of Intellectual Property.

" Person" means any individual, partnership, limited partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity, or any Governmental Authority.

" Proceeding" means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private).

" Related to the Business" means (i) predominantly required for or used predominantly in, or (ii) arising predominantly out of the operation or conduct of, the Business as conducted by Seller and its Affiliates prior to the Closing Date, other than the Business presently conducted by each of the Nordic Entities.

" SEC" means the United States Securities and Exchange Commission.

"Seller Intellectual Property" means any Intellectual Property owned or licensed by and used or held for use by the Seller or any of its Affiliates that is Related to the Business, including without limitation all (a) Intellectual Property used in the Business; (b) Owned Intellectual Property; and (c) IP Licenses. " Software" has the meaning set forth in the definition of Intellectual Property.

"Target Net Working Capital Amount" means $3,102,000.

"Tax Returns" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Tax" or " Taxes" means any federal, state, local, or foreign income, gross receipts, capital gains, license, payroll, corporation, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, escheat, unclaimed property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

"Trademarks" has the meaning set forth in the definition of Intellectual Property.

"Trade Secrets" has the meaning set forth in the definition of Intellectual Property.

EXHIBIT 2.2

Share Purchase Agreement

dated as of January 29, 2016 by and among

MFRI, Inc., MFRI Holdings (B.V.I.) Ltd, Midwesco Filter Resources Denmark A/S

and Hengst Holding GmbH.*

Table of Contents

Page

List of Schedules

Schedule 1.01 (c)     Estimated Purchase Price

Schedule 1.02 (c)     Initial and Subsequent Closing Obligations

Schedule 3         Disclosure Letter

Schedule 6.11         Environmental Indemnification

Exhibits to Schedule 1.02 (c) Initial and Subsequent Closing Obligations

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (" Agreement" ) is made as of January 29, 2016, by and among:

(1) MFRI Holdings (B.V.I.) Ltd., a business company with limited liability incorporated and existing under the laws of the British Virgin Islands, having its registered address at Simmonds Building, Wickhams Cay 1, P.O. Box 4519, Road Town, Tortola, British Virgin Islands (" MFRI BVI" );

(2) Midwesco Filter Resources Denmark A/S (registration number 20940441), a business company incorporated and existing under the laws of Denmark, having its registered address at Bergenvej 1, DK-4900 Nakskov (" MFRD" , and together with MFRI BVI, " Sellers" , and each, a " Seller" );

(3) MFRI, Inc. a corporation organized and existing under the law of the State of Delaware, having its principal business address at 7720 North Lehigh Avenue, Niles, IL 60714 (" MFRI" ); and

(4) Hengst Holding GmbH, a German limited liability company, having its registered address at Nienkamp 55 - 85, 48147 Münster, registered with the commercial register of the local court of Münster under No. HRB 6150 (" Buyer" ).

RECITALS

1.    As of the date of this Agreement, MFRI BVI and MFRD own 990 shares of par value AED 150 each and 10 shares of par value AED 150 each, respectively, (" NAFME Shares" ) of Nordic Air Filtration Middle East Limited FZC (" NAFME" ), representing 99% and 1%, respectively, of the outstanding share capital of NAFME;

2.    As of the date of this Agreement, MFRD legally and beneficially owns nominally DKK 500,000 shares (" Nordic Shares" , and together with NAFME Shares, the " Companies’ Shares" ) of Nordic Air Filtration A/S (" Nordic" , and together with NAFME, " Companies" , and each, a " Company" ), representing all of the outstanding share capital of Nordic;

3.    The NAFME Shares constitute all of the outstanding equity interests in NAFME, and Nordic Shares constitute all of the outstanding equity interest in Nordic;

4.    MFRI BVI and MFRD each wishes to sell to Buyer, and Buyer wishes to purchase from each of MFRI BVI and MFRD, all of the NAFME Shares held by MFRI BVI and MFRD as of the date of this Agreement, pursuant to the terms and conditions of this Agreement;

5.    MFRD wishes to sell to Buyer, and Buyer wishes to purchase from MFRD, all of the Nordic Shares, pursuant to the terms and conditions of this Agreement;

6.    MFRI owns, with regard to the interests in MFRD indirectly, all of the outstanding share capital of each of the Sellers, and MFRI wishes to cause the Sellers to sell to Buyer all of the Companies’ Shares and to provide further comfort with regard to the transaction contemplated in this Agreement pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SHARES

(a) Purchase and Sale of the Companies’ Shares . Upon the terms and subject to the conditions set forth in this Agreement:

(i) on the Initial Closing Date, MFRD shall sell, transfer and deliver to Buyer, free and clear of all encumbrances, and Buyer shall purchase from MFRD, all of the outstanding Nordic Shares held by MFRD.

(ii) on the Subsequent Closing Date, each of Sellers shall sell, transfer and deliver to Buyer, free and clear of all encumbrances, and Buyer shall purchase from each such Seller, all of the outstanding NAFME Shares held by such Seller; and

the sale and transfer of the Companies’ Shares shall include all ancillary rights incidental thereto, including the rights to all dividends and other undistributed profits, that are declared, made or paid at any time on or after the Initial Closing Date, which dividends shall include, for the avoidance of doubt, the dividends of the Companies for the full fiscal year ending on January 31, 2016 as well as at the date hereof all undistributed, unpaid and/or undeclared profits for periods before the Initial Closing Date.

(b) Purchase Price . The aggregate consideration for the purchase and sale of the Companies’ Shares shall be equal to an amount in cash (such aggregate consideration, the " Purchase Price" ) calculated as follows as of January 31, 2016:

(i) Eleven Million US Dollars ($11,000,000.00);

(ii) less the Closing Debt Amount of each of NAFME and Nordic;

(iii) plus the Closing Cash Amount of each of NAFME and Nordic;

(iv) plus the Closing Trade Working Capital Adjustment Amount of each Company (if the Closing Trade Working Capital of such Company, as applicable, is greater than the Closing Trade Working Capital Target of NAFME or Nordic, as the case may be);

or

(v) less the Closing Trade Working Capital Adjustment Amount of each Company (if the Closing Trade Working Capital of such Company, as applicable, is less than the Closing Trade Working Capital Target of such Company, as the case may be);

(vi) less the Warrantors’ Environmental Liabilities.

The Purchase Price will be allocated as follows: Ten Million One Hundred Thousand US Dollars ($10,100,000.00) for the Nordic Shares and Nine Hundred Thousand US Dollars ($900,000.00) for the NAFME Shares, in each case with adjustments for the applicable Company according to Sections 1.01(b)(ii)-(v) for NAFME and Sections 1.01(b)(ii)-(vi) for Nordic.

The Purchase Price shall be subject to adjustment in accordance with Sections 1.01(d) .

(c) Estimated Purchase Price and Illustration . The Sellers and Buyer have agreed on an estimation of the Purchase Price (the " Estimated Purchase Price" ) determined in accordance with the method set forth in Section 1.01(b) (it being understood that for purposes of calculating the Estimated Purchase Price, the Warrantors’ Environmental Liabilities shall be Ninety-Five Thousand US Dollars ($95,000.00), which amount is an estimate of the Warrantors’ Environmental Liabilities determined in accordance with the method set forth in Section 6.11 ). An example of the calculation of the Estimated Purchase Price is set out in Schedule 1.01(c) for illustrative purposes only. For the avoidance of doubt, none of the specific amounts stipulated in Schedule 1.01(c) shall prejudice the determination by the parties hereto and/or the Firm of the Draft Closing Balance Sheets and the Draft Closing Balance Sheet Statements, the Closing Trade Working Capital, the Closing Debt Amount and the Closing Cash Amount for the Companies in accordance with the provisions of Section 1.01(d) .

(d) Post-Closing Trade Working Capital, Cash and Debt .

(i) Buyer, and to the extent necessary Sellers, shall procure that the Companies deliver, within sixty (60) calendar days after the Initial Closing Date, to Buyer and Sellers (x) the Draft Closing Balance Sheets and the Draft Closing Balance Sheet Statements of the Companies (it being understood that, with respect to Nordic, the Draft Closing Balance Sheet and the Draft Closing Balance Sheet Statement thereof shall be prepared by Nordic based on the Audited 2015 Financial Statements) and (y) the Audited 2015 Financial Statements. Prior to such delivery, the Companies shall (and the Buyer shall cause the Companies to), to the extent practicable, consult together with Sellers and Buyer with a view to reducing the potential areas of disagreement with respect to the Draft Closing Balance Sheets, the Draft Closing Balance Sheet Statements, the Closing Trade Working Capital, the Closing Debt Amount and the Closing Cash Amount for the Companies, as set forth in the relevant Draft Closing Balance Sheet Statement,

and the Companies shall (and Buyer shall cause the Companies to) cooperate in good faith with Buyer and Sellers regarding any such consultation.

If during the period beginning on the date of Latest Balance Sheets and ending on January 31, 2016, (x) the businesses of the Companies have not been carried out in the ordinary course of businesses and in accordance with past practice by referencing the business practice of the Companies for the twelve-month period before the date of and ending on the date of the Latest Balance Sheets and (y) such deviation of the business conduct by the Companies described in the immediately foregoing clause (x) has resulted in (together with each other deviation thereof) a change in the Draft Closing Balance Sheets, the Draft Closing Balance Sheet Statements, the Closing Trade Working Capital, the Closing Cash Amount and/or the Closing Debt Amount of any of the Companies, the aggregate and the net effect of which changes is in excess of Fifty Thousand US Dollars ($50,000.00), then the negative effects for Buyer of such deviation of the business conduct by the Companies on the Draft Closing Balance Sheets and the Draft Closing Balance Sheet Statements of the Companies, the Closing Trade Working Capital, the Closing Cash Amount and/or the Closing Debt Amount of the Companies shall be accommodated in the Draft Closing Balance Sheet Statements of the Companies for calculating the Final Purchase Price.

(ii) If Buyer or Sellers (the Sellers acting jointly with regard to this Section 1.01 ) do not, within twenty (20) calendar days from receipt by Buyer and Sellers of the Draft Closing Balance Sheets and the Draft Closing Balance Sheet Statements of the Companies as well as the Audited 2015 Financial Statements, give notice (the " Purchase Price Objection Notice" ) to each other to disagree with the computation of the Purchase Price calculated from the Draft Closing Balance Sheet Statement of the Companies, as applicable, or any other items relating thereto, which notice shall specifically state the reasons for the disagreement(s) in reasonable detail and specify, in particularly, the adjustment(s), if any, that in the opinion of Buyer or Sellers should be made to the Draft Closing Balance Sheet, Closing Trade Working Capital, the Closing Cash Amount and/or the Closing Debt Amount with respect to NAFME or Nordic, designated separately, or to any other item, then the relevant Draft Closing Balance Sheet Statement and the Closing Trade Working Capital, the Closing Cash Amount and the Closing Debt Amount set forth therein shall be deemed, to the extent not specifically objected to in accordance with this paragraph, final and binding on the parties hereto for the purpose of calculating the Purchase Price.

(iii) If Buyer or Sellers deliver to the other party the Purchase Price Objection Notice in compliance with the preceding sentence and Section 11.03 , Buyer and Sellers shall use reasonable efforts to resolve any disagreements as to the computation of the Purchase Price or such other items set forth in the Purchase Price Objection Notice, but if they do not obtain a final resolution within thirty (30) calendar days after Buyer has received the Purchase Price Objection Notice, Buyer and Sellers shall jointly retain PricewaterhouseCoopers LLP, Copenhagen (or its successor) (the " Firm" ) to resolve any remaining disagreements and shall direct the Firm to render a determination within thirty (30) calendar days of its retention. Buyer, Sellers and their respective employees and representatives shall cooperate with the Firm during its engagement. If PricewaterhouseCoopers LLP, Copenhagen, or any other Firm informs the parties hereto not to be able or willing for any reasons to resolves the remaining disagreements, then FSR Danske Revisorer (in English: FSR Danish Accountants) shall name another Danish branch of an international accounting firm, then being the Firm.

(iv) The Firm shall consider only those items and amounts in the relevant Draft Closing Balance Sheet Statement, that are set forth in the Purchase Price Objection Notice which Buyer and Sellers are unable to resolve. Buyer and Sellers shall each submit a binder to the Firm promptly (and in any event within fifteen (15) calendar days after the Firm's engagement), which binder shall contain such party's computation of Draft Closing Balance Sheet Statement including the Draft Closing Balance Sheet, Closing Trade Working Capital, the Closing Cash Amount and the Closing Debt Amount of NAFME and/or Nordic, as the case may be, in the case of objection to such Draft Closing Balance Sheet Statement, and, in each case, information, arguments and support for such party's position. The Firm shall review such binders and base its determination solely on them in accordance with the Accounting Principles and in accordance with the definition of the Closing Trade Working Capital, the Closing Cash Amount and the Closing Debt Amount, set forth herein and as applied to NAFME and/or Nordic, as applicable. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The determination of the Firm will be conclusive

and binding upon Buyer and Sellers. For purposes hereof, the " Closing Balance Sheet Statement" shall mean the Draft Closing Balance Sheet Statement together with any revisions made thereto pursuant to this Section 1.01(d)(iv) .

(v) The cost of the determination of the disputed items by the Firm shall be borne by Sellers, on the one hand, and Buyer, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if closing accounts receivable is the only disputed item, Buyer claims that closing accounts receivable is One Thousand US Dollars ($1,000.00) less than the amount determined by Sellers, and Sellers contest only Five Hundred US Dollars ($500.00) of the amount claimed by Buyer, and if the Firm ultimately resolves the dispute by awarding Buyer Three Hundred US Dollars ($300.00) of the Five Hundred US Dollars ($500.00) contested, then the costs and expenses of arbitration will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to Sellers and forty percent (40%) (i.e., 200 ÷ 500) to Buyer.

(e) Post-Closing Adjustment . Promptly after the later of (i) delivery of the Draft Closing Balance Sheet Statement and (ii) the determination of Closing Trade Working Capital, the Closing Cash Amount and the Closing Debt Amount become final and binding on the parties hereto under Section 1.01(d) above, the Estimated Purchase Price shall be recalculated (i) by giving effect to the final and binding Closing Trade Working Capital, the Closing Cash Amount and the Closing Debt Amount and (ii) using the aggregate amount of the Warrantors’ Environmental Liabilities that are due and payable by the Warrantors determined in accordance with Section 6.11 (provided that if all of the environmental matters referred to in Schedule 6.11 have not been finally resolved immediately prior to the calculation of the Final Purchase Price pursuant to this Section 1.01(e) , then the Final Purchase Price shall be calculated using an updated estimate of the Warrantors’ Environmental Liabilities determined pursuant to Section 6.11 ) (the Purchase Price as recalculated, the " Final Purchase Price" ). If the Final Purchase Price is greater than Estimated Purchase Price, Buyer will, within five (5) business days after the determination thereof (the " Adjustment Date" ), pay to Sellers an amount equal to the Final Purchase Price minus Estimated Purchase Price. If Final Purchase Price is less than Estimated Purchase Price, Sellers shall, within five (5) business days after the determination thereof, pay to Buyer an amount equal to Estimated Purchase Price minus Final Purchase Price.

1.02 The Closing; Payment of Estimated Purchase Price .

(a) Subject to the payment of the Estimated Purchase Price at Initial Closing pursuant to Section 1.02(b) , the closing of the purchase and sale of the Nordic Shares contemplated by this Agreement (the " Initial Closing" ) shall take place by way of electronic exchange of documents on the date of this Agreement (the " Initial Closing Date" ), unless agreed otherwise in writing by the parties hereto or unless stated otherwise in Schedule 1.02(c)-Part I(i) and (x) .

(b) Subject to the payment of the Estimated Purchase Price at Initial Closing pursuant to Section 1.02(b) , the closing of the purchase and sale of the NAFME Share contemplated by this Agreement (the " Subsequent Closing" ) shall take place by way of electronic exchange of documents on a date mutually agreed to by the parties hereto in writing (the " Subsequent Closing Date" ), unless agreed otherwise in writing by the parties hereto unless stated otherwise in Schedule 1.02(c)-Part III .

(c) At Initial Closing, Buyer and each Seller shall complete (if completion thereof can only occur on the Closing Date) or shall have completed all of the matters set forth in Parts I and II , respectively, of Schedule 1.02(c) and shall consummate the transactions set forth in Parts III and IV , respectively, of Schedule 1.02(c) on the Initial Closing Date.

(d) To effectuate the Subsequent Closing, Buyer and each Seller shall complete all of the matters set forth in Parts III and IV , respectively, of Schedule 1.02(c) .

(e) The payment of the Estimated Purchase Price shall occur as of the Initial Closing Date as agreed in Schedule 1.02(c)-Part II(iii) and (iv) .

ARTICLE II

ESCROW

2.01 Escrow Amount . The Escrow Amount to be paid on the Escrow Account according to Schedule 1.02(c)-Part II(iv) will comprise the following funds (the " Escrow Funds" ):

a. Nine Hundred Thousand US Dollars ($900,000.00) as purchase price for the Shares in NAFME (the " UAE Funds Shares" )

b. One Million Five Thousand US Dollars ($1,005,000.00) as security for any claims of Buyer under this Agreement (the " Further Funds" )

2.02 Release Escrow Funds Amount . The parties hereto agree that the Escrow Funds shall be released as follows unless agreed otherwise between the parties hereto in writing (" Disbursement Event" ):

a. with effect to the Adjustment Date:

i. to Buyer: the amount (if any) to be repaid according to the purchase price adjustment according to Section 1.01 (e);

ii. to Sellers: fifty percent (50%) of the amounts of the original Further Funds (x) minus any amounts paid to the Buyer in accordance with Section 2.02(a)(i) , minus (y) the then outstanding Reserve Amount (if any);

b. to Sellers: with effect as of May 31, 2017, an amount of fifty percent (50%) of the then remaining Further Funds minus (x) the then outstanding Reserve Amount (if any);

c. to Sellers: with effect as of January 31, 2018 the then remaining amounts of the Further Funds minus the then outstanding Reserve Amount (if any);

d. to Buyer: subject to Section 6.11 , an amount of Warrantors’ Environmental Liabilities (as defined below);

e. to Buyer: an amount of the Reserve Amount claimed by Buyer unless Warrantors have objected in writing to the Claim Certificates (as defined below) duly prepared by Buyer in accordance with Section 2.03 for the respective amount of the Reserve Amount (" Objection Notice" ) within a period of twenty-five (25) Business Days after receipt of each Claim Certificate.

f. to Sellers: the amount of the UAE Funds Shares to Warrantors, if to NAFME Shares have been transferred to Buyer, accepted by Fujah Free Zone in a written statement.

g. to Buyer: the amount of the UAE Funds Shares shall be disbursed to Buyer, if Buyer has rescinded this Agreement with regard to the NAFME Shares according to Section 6.14 .

h. Ruling of a court or arbitration tribunal which is enforceable towards one or several of the Warrantors.

2.03 Reserve Amount . The " Reserve Amount" will be determined in good faith by Buyer (after consultation with its internal and/or outside legal counsel) as follows: any amounts that Buyer states and notifies in writing to the Warrantors of one or more alleged breaches of representations or warranties or covenants (including indemnifications) under this Agreement (a " Claim Certificate" ), specifying all relevant facts in reasonable detail resulting in the alleged Buyers claim(s) and the alleged Losses (in US Dollars) suffered or incurred by Buyer and attaching to the Claim Certificate appropriate invoices containing reasonable detail of such Losses.

2.04 Disbursement . If a Disbursement Event has occurred, each Party shall send a Disbursement Instruction as defined in the Escrow Agreement to the Escrow Agent (as defined in the Escrow Agreement) within five (5) Business Days after it has positive knowledge of a Disbursement Event.

ARTICLE III

REPRESENTATIONS AND WARRANTIES CONCERNING WARRANTORS

Each of the Warrantors represents, severally and not jointly, and only on behalf of itself and except that MFRI shall represent and warrant on behalf of all the Warrantors that, as of the date hereof and as of Initial Closing Date unless stated otherwise following, the following representations and warranties are true and complete, except if and to the extent disclosed in this Agreement, prior to the date hereof in the data room (including all documents, materials and information contained in the Intralinks Data Site as of January 26, 2016 11:59 pm Chicago time) (the " Data Room" ) or disclosure letter (the " Disclosure Letter" ) attached as Schedule 3 if and to the extent the relevant facts, matters or circumstances for such Loss and the amount of Loss were fully and fairly disclosed and sufficiently understandable to a reasonable private third party purchaser including, if applicable, Sellers estimate of such loss, except for Losses resulting of Section 3.08 which shall not be subject to the limitation set forth in this clause.

3.01 Organization and Corporate Power . Each Warrantor is a company as referred to in the description of the parties to this Agreement, duly incorporated, organized, validly existing and in good standing under the laws of Delaware, Denmark or British Virgin Islands, as applicable, with full power and authority to enter into this Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunder and thereunder.

3.02 Authorization, Execution, Delivery; Valid and Binding Agreements . The execution, delivery and performance of this Agreement and each other Transaction Document by each Warrantor and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and such other Transaction Documents. Assuming that this Agreement is the valid and binding agreement with Buyer, this Agreement constitutes the valid and binding obligation of each Warrantor, enforceable in accordance with its terms, except as such enforceability may be limited by Enforceability Limitations.

3.03 No Violation . Each Warrantor is not subject to or obligated under its certificate of incorporation, its bylaws, any applicable law, or rule or regulation of any governmental authority, or any agreement or instrument, or any license, franchise or permit, or subject to any order, writ, injunction or decree, which would be breached or violated in any material respect by such Warrantor’s execution, delivery or performance of this Agreement.

3.04 Authority . Each Warrantor has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to sell, transfer and convey the Shares as provided by this Agreement, subject to applicable federal and state securities law restrictions). With regard to NAFME this applies also with regard to the Subsequent Closing Date.

3.05 Ownership of Shares . Sellers are the legal and beneficial owners of a number of the Companies’ Shares, as set forth opposite its name on Section 3.03 of the Disclosure Letter, free and clear of any claims, pledges, security interests, liens, charges, encumbrances, options, proxies, voting trusts or agreements and other restrictions and limitations of any kind, other than securities law restrictions applicable to the Companies’ Shares. With regard to NAFME this applies also with regard to the Subsequent Closing Date.

3.06 Governmental Authorities; Consents . No consent, approval or authorization of or declaration to or filing with ,any governmental or regulatory authority or any other party or Person is required in connection with any of the execution, delivery or performance of this Agreement and each other Transaction Document or the consummation of the transactions contemplated hereby or thereby, which would have an adverse effect on such Warrantor’s performance under this Agreement or the consummation of the transactions contemplated hereby. With regard to NAFME this applies also with regard to the Subsequent Closing Date.

3.07 Litigation . There are no actions, suits or proceedings pending or, to the Warrantors’ Knowledge, threatened against or affecting any Warrantor at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect such Warrantor's performance under this Agreement or the consummation of the transactions contemplated hereby.

3.08 Solvency . No order has been made, no resolution has been passed and no resolution is proposed to be passed within the next three years following the Initial Closing Date for the winding up, liquidation or dissolution of any of the Warrantors, the Companies and/or Midwesco Filter Resources, Inc. (" MIDWESCO Delaware" ).

Assuming the satisfaction of the obligations of Seller and Buyer as set forth in Schedule 1.02(c)-Parts I and II , immediately after giving effect to the transaction contemplated hereby as of the Initial Closing Date,

a. each of the Warrantors and MIDWESCO Delaware:

i. shall, following the Initial and Subsequent Closing Date, be able to pay its respective debts as they become due;

ii. shall following the Initial and Subsequent Closing Date own property which has a fair saleable value greater than the amounts required to pay its respective debts (including a reasonable estimate of the amount of all contingent liabilities); and

iii. are solvent as of the date hereof, shall be solvent on the Initial and Subsequent Closing Date, and will not be rendered insolvent by the transactions contemplated by this Agreement;

b. each of the Warrantors shall not, following the Initial and Subsequent Closing Date, be left with an unreasonably small amount of capital to carry on their respective businesses in the ordinary course that is consistent with the day-to-day normal operations of such Warrantor immediately prior to the Initial Closing Date; and

c. MIDWESCO Delaware shall not, following the Initial and Subsequent Closing Date, be left with an unreasonably small amount of capital to carry on their respective day-to-day business.

None of the Warrantors is entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors of any Warrantor and/or MIDWESCO Delaware. None of the Warrantors have any knowledge of any facts or circumstances which lead them to believe that they will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within three years of the Initial Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES CONCERNING NAFME and NORDIC

The Warrantors jointly and severally represent and warrant to Buyer, except that MFRI BVI shall make representation and warranties as set forth in this Article IV only in respect to NAFME and only represent and warrant such matters applicable to NAFME and that, the following representations and warranties are true and complete as of the date hereof and as of the date of the Initial Closing Date, unless stated otherwise following, except if and to the extent disclosed in this Agreement, prior to the date hereof in the Data Room or Disclosure Letter in each case if and to the extent the relevant facts, matters or circumstances for such Loss and the amount of Loss were fully and fairly disclosed and sufficiently understandable to a reasonable private third party purchaser including, if applicable, Sellers estimate of such loss:

4.01 Organization and Power . Each of the Companies, and with regard to NAFME in addition as of the Subsequent Closing Date, has been duly incorporated and organized and is validly existing under applicable law of the jurisdiction of its incorporation and has all requisite power and authority necessary to own and operate its properties and to carry on its businesses as now conducted. Each of the Companies is qualified to do business and is in good standing under its jurisdiction of incorporation.

4.02 Capitalization . The NAFME Shares are issued and outstanding and are owned legally and beneficially by Sellers, and the Nordic Shares are issued and outstanding and are owned legally and beneficially by MFRD. All of the Companies’ Shares have been duly authorized and are validly issued, fully paid, non-repaid and nonassessable. The Nordic Shares and the NAFME Shares comprise all of the outstanding shares in the share capital of the Companies and neither of the Companies have any other capital stock, equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by such Company. With regard to NAFME this applies also with regard to the Subsequent Closing Date.

4.03 Subsidiaries . Neither of the Companies has any Subsidiary.

4.04 Financial Statements . The Sellers have furnished Buyer with copies of (i) each of the Companies’ unaudited consolidated balance sheets, each as of November 30, 2015, and the related statement of income for the ten (10) months period then ended (such balance sheet referred to herein as the " Latest Balance Sheets" ) and (ii) with respect to Nordic only, its audited consolidated balance sheet and statements of income and cash flows as of January 31, 2015 and for the fiscal year ended January 31, 2015 and will furnish the Audited 2015 Financial Statements together with the Draft Closing Balance Sheet Statements in accordance with Section 1.01(d)(i) . Such financial statements have been or will be, as applicable, prepared based upon the information contained in the books and records of the Companies, respectively, which are correct in all material respects and have been prepared in accordance with the

Accounting Principles and, having regard for the purpose for which they were prepared, present fairly in all material respects the financial condition and results of operations of the Companies as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year‑end adjustments.

4.05 Books and Records . The Companies are in possession of all necessary books, records and papers relating to its assets and business and all such records have been properly and accurately kept and completed in all material respects. The books and records of the Companies are up-to-date and have been maintained in accordance with all applicable legal requirements and contain complete and accurate records, in all material respects, of all matters to be dealt with in such books under applicable law.

4.06 Governmental Authorization . The Companies have all public (whether national, state, regional, municipal or other) permits, licenses, authorizations (public and private), registrations, qualifications and consents which are required by them in any jurisdiction in order to operate their business as presently conducted and are material for their respective businesses or are required for the use or occupation of any of the properties (including, without limitation, all existing buildings and facilities with regard to building permits) (the " Governmental Permits" ). To Warrantors’ Knowledge, each Governmental Permit is valid and subsisting. To the Warrantors’ Knowledge, no Governmental Permit has been revoked by the com-petent authority and to the Warrantors’ Knowledge there are no facts which will result in the cancellation or revocation of any Governmental Permit.

4.07 No Material Adverse Change; Absence of Certain Developments . Since the date of the Latest Balance Sheets, there has not been any Material Adverse Change and the businesses of the Companies have been carried out in the ordinary course and consistent with past practice as applied over the last twelve (12) months before the date of the Latest Balance Sheets. Except as contemplated by this Agreement and each other Transaction Document, since the date of the Latest Balance Sheets, neither Company has:

a. borrowed any amount or incurred or become subject to any liabilities (including contingent liabilities) including guarantees, or agreed to do so in each case in excess of Fifty Thousand US Dollars ($50,000.00), except for liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements;

b. mortgaged, pledged or subjected to any lien or other encumbrance, any portion of its assets, except for Permitted Liens;

c. sold, assigned, acquired or transferred or agreed to do so any portion of its assets, except in the ordinary course of business;

d. sold, assigned or transferred any Intellectual Property or other intangible assets;

e. suffered any extraordinary losses, damages or destruction or waived any rights of material value;

f. suffered the acceleration or delay of payment of any accounts receivable or payable in the amount in excess of Fifty Thousand US Dollars ($50,000.00), which acceleration or delay thereof is not in the ordinary course of business and is not consistent with past practice as applied over the last twelve (12) months before the date of the Latest Balance Sheets;

g. declared or paid any dividends or made any distributions on its equity interests or other equity securities or redeemed or purchased any of its equity interests or other equity securities;

h. made any capital expenditures or commitments exceeding One Hundred Thousand US Dollars ($100,000.00) per expenditure or commitment; or

i. entered into any other material transaction, except in the ordinary course of business.

4.08 Contracts and Commitments .

a. The Data Room contains all of the following contracts to which either Company is a party (the " Material Agreements" ):

i. collective bargaining agreement or contract with any labor union;

ii. bonus, pension, profit sharing, retirement or other form of deferred compensation plan;

iii. equity purchase, option plan or similar plan;

iv. agreements relating to the acquisition or sale of interests in other companies or businesses which have been entered into within the last three years prior to the date hereof;

v. joint venture agreements, cooperation agreements, partnership agreements or similar agreements;

vi. contract for the employment of any officer, individual employee or other person on a full‑time or consulting basis for which the annual base compensation exceeds One Hundred Thousand US Dollars ($100,000.00);

vii. material agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a material lien (other than Permitted Liens) on any material portion of such Company’s assets or any guaranty of any obligation for borrowed money or other material guaranty;

viii. lease or agreement under which it is the lessee of, or holds or operates any personal real or property owned by any other party, for which the annual rental exceeds Fifty Thousand US Dollars ($50,000.00) or lease or agreement under which it is the lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds Fifty Thousand US Dollars ($50,000.00);

ix. material contract with any officer or director (other than for employment on customary terms);

x. guarantees, suretyships or letters of comfort issued by any of the Companies;

xi. indemnities issued by any of the Companies under which such Company would incur a payment obligation in the amount in excess of Fifty Thousand US Dollars ($50,000.00);

xii. agreements between any Company, on the one hand, and any Warrantor or any of its Affiliate or any of their respective directors or officers, on the other hand, under which such Company or such Warrantor or Affiliate would incur a payment obligation;

xiii. any long-term agreements (i) having aggregate contract value in excess of Fifty Thousand US Dollars ($50,000.00), which cannot be terminated with effect as of or prior to June 30, 2017 or (ii) the termination of which would result in an indemnification obligation of the Companies in excess of Fifty Thousand US Dollars ($50,000.00);

xiv. any long-term agreements with customers or suppliers which provides for obligations of a Company in excess of One Hundred Fifty Thousand US Dollars ($150,000.00);

xv. any agreements with key agents and key distributors; key agents and key distributors includes especially those (i) who in the case of termination would be have a right to indemnity or (ii) the turnover resulting of the agreement with such agent or distributor exceeds in the last financial year Two Hundred Thousand US Dollars ($200,000.00); or

xvi. any agreement or arrangement to which any Company is a party which restricts in any way the ability of any Company to carry on business in any part of the world.

b. To the Warrantors’ Knowledge, neither Company is in material breach or default under any Material Agreement. The execution, delivery and performance of this Agreement by the Warrantors and the consummation of the transactions contemplated hereby do not conflict with or result in any material breach of, constitute a material default under or result in a material violation of, or require any material consent under the provisions of any Material Agreement.

c. To the Warrantors’ Knowledge, each Material Agreement is in full force and effect and constitutes a legal, valid and binding obligation of the relevant Company to such contract, except as such enforceability may be limited by Enforceability Limitations.

d. Except for rights given under statutory law or as provided in writing in the relevant Material Agreement, no third party (including the other party to the Material Agreement) is entitled to terminate or amend such Material Agreement as a result of the transactions contemplated by this Agreement. No party to a Material Agreement has given written notice of termination or has threatened to terminate or materially vary the terms of a Material Agreement.

4.09 No Breach; Related Party Matters .

a. Neither Company:

i. is indebted to any Warrantor or any of its Affiliates, except for any indebtedness that is not material to the Companies, taken as a whole;

ii. is a party to any agreement (whether oral or written) or understanding with the Warrantors or any Affiliate of the Warrantors; or

iii. is the consignee or supplier of any goods and/or services to or from the Warrantors or any Affiliate of the Warrantors.

b. Neither the Warrantors nor any Affiliate of the Warrantors:

i. has any interest with fair market value thereof in excess of Fifty Thousand US Dollars ($50,000.00) (including participating interest, outstanding account or the like) in any supplier or customer of any Company.

c. To the Warrantors’ Knowledge, the Warrantors and the Companies have observed corporate formalities in all material respects in entering into and performing any and all related-party arrangements described in Section 4.09(a) , and such arrangements are, and have at all times been, concluded and operated on arm's length terms and conditions and in the best interest of the Companies.

4.10. Compliance with Laws . To the Warrantors’ Knowledge, the Companies are in compliance with all applicable laws.

4.11. Legal Proceedings .

a. There are no actions, suits or proceedings pending or, to the Warrantors’ Knowledge, overtly threatened against either Company, at law or in equity, or before or by any court, arbitral tribunal or other dispute settlement forum, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which if determined adversely to either Company would have a Material Adverse Effect, and neither Company is subject to any material outstanding judgment, order or decree of any court or governmental body.

b. There are no claims against a Company pending or to the Warrantors’ Knowledge, threatened, including product liability claims, warranty claims, claims for defects, work related accident, injury or illness or other claims and no defect or deficiency exist with respect to the Companies’ products, services or production facilities which are likely to give rise to such claims against a Company.

4.12. Assets and Properties .

a. Each Company owns or has the right to use all the Assets currently used by it that are material to and required for the conduct of its business as currently conducted. The Assets owned by each Company are free and clear of all encumbrances (except for Permitted Liens, in the case of real properties). The Assets owned by each Company are in all material respects in a condition that is adequate for the intended uses of such Assets, subject to continued repair and replacement necessary in the ordinary course of business or in accordance with past repair practices. All tangible Assets of the Companies are located on or at the Companies’ real property.

b. All inventories and/or work in progress owned by a Company as of the date hereof have been acquired or manufactured in the ordinary course of business, consistent with past practice.

c. Section 4.12(c) of the Disclosure Letter lists the address of the real property owned by the Companies. Except for the real property listed in the Disclosure Letter, the Companies are not and have not previously been the owner of any real property. With respect to each parcel of real property owned by the Companies, respectively:

i. the Companies have good and marketable fee simple title, free and clear of all liens, security interests or other encumbrances, except for Permitted Liens;

ii. the Companies have not leased or otherwise granted to any Person the right to use or occupy such real property or any portion thereof;

iii. there are no outstanding options, rights of first offer or rights of first refusal to purchase such real property or any portion thereof or interest therein; and

iv. the real properties owned or leased by the Companies are not affected by any liens or restrictions materially adversely affecting the Companies’ use thereof.

4.13. Tax Matters .

a. The Companies have filed all material Tax Returns which are required to be filed by them and paid all Taxes shown as due on such Tax Returns. The Companies have paid all material Taxes due and owing by them and have withheld and paid over to the appropriate taxing authority all Taxes which they are required to withhold from amounts paid or owing to any employee, creditor or other third party. The assessment of any additional Taxes for periods ending on or prior to the date of the Latest Balance Sheets shall not materially exceed the recorded liability therefor on the Latest Balance Sheets (excluding any amount recorded which is attributable solely to timing differences

between book and Tax income). Since the date of the Latest Balance Sheets, neither Company has incurred any material liability for Taxes other than in the ordinary course of business.

b. Neither Company has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

c. Neither Company is in violation of any applicable law or regulation regarding Tax that would result in a Material Adverse Effect.

d. Neither Company has entered into any contract or arrangement which cannot be considered to be on arm’s length terms for Tax purposes. The Company is not involved in any dispute in relation to Taxes, nor to the Sellers’ Knowledge is such dispute threatened.

e. Neither Company has concluded any agreement, ruling or compromise with any tax authority, which may affects its Tax position.

f. Each Company has duly prepared and kept the applicable transfer pricing documentation under Danish tax law for any Tax periods ending before the Closing Date.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 4.13 are the only representations and warranties relating to Tax matters made by the Warrantors under this Agreement.

4.14. Intellectual Property .

a. Each of the Companies owns, or has a valid right to use all of the patents, registered and material unregistered trademarks and service marks, trade names (including the Companies’ name Nordic / Nordic Air), corporate names, registered copyrights, Internet domain names, Know-How, and all pending applications for any of the foregoing that have been filed with a governmental authority, that are owned and used by the such Company (collectively, " Intellectual Property" ) and are necessary for and material to its business as currently conducted, free and clear of all liens, security interests or other encumbrances, except for Permitted Liens. For each item of Intellectual Property owned by a Company, the Company paid any maintenance fees due up to the Closing Date.

b. To the Warrantors’ Knowledge, neither Company is currently infringing or misappropriating the Intellectual Property of any other Person, and there are no claims or threats by a third party alleging that either Company infringes the Intellectual Property of such third party.

c. To the Warrantors’ Knowledge, no Person is currently infringing or misappropriating any Intellectual property owned by either Company.

d. All Know-How necessary for and material to the business of either Company is adequately documented in writing. No part of such Know-How has been disclosed to any third party in the absence of a confidentiality agreement.

e. All material documents and information relating to the content and title of Intellectual Property (particularly the content of Know-How) are in the possession of the Target Group Companies.

f. The IT systems owned or leased by the Companies are of sufficient quality, capacity and processing power to carry out the current data processing and telecommunications requirements of the Companies in a commercially reasonable manner. All material components of the IT systems owned or leased by the Companies are properly documented (the documentation forming part of the assets of the Companies) and covered by maintenance and disaster recovery agreements as is commercially reasonable. No material component of the IT systems owned or leased by the Companies is currently experiencing, or to the Warrantors’ Knowledge is prone to, any material malfunction or error.

4.15. Labor and Employee Benefits .

a. The Companies are not, nor have they been within the past three (3) years, a party to any labor or collective bargaining agreement, and there are no labor or collective bargaining agreements which pertain to employees of the Companies, except for any such labor or collective bargaining agreement required to be entered into by the Companies under laws applicable to the Companies.

b. No employees of the Companies are represented by any labor organization, except for any such labor organization required to be formed and organized by the Companies and/or their employees under laws applicable to the Companies; no labor organization or group of employees of the Companies has made a pending demand for recognition or certification to the Companies, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the applicable labor relations tribunal or authority relating to the Companies. To the Warrantors’ Knowledge, there are no organizing activities involving the Companies pending with any labor organization or group of employees of the Companies.

c. The Companies are (i) in compliance in all material respects with all policies, custom and practice and laws governing labor and employment, including, without limitation, all laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social insurance taxes and similar taxes; (ii) not subject to obligations or liabilities towards former employees of the Companies (including without limitation with respect to severance payment, termination notice, bonus entitlement, pension commitments or other), (iii) not subject to obligations or liabilities towards present employees of the Companies (including without limitation with respect to severance payment, termination notice, bonus entitlement, pension commitments or other) which are materially more onerous to the Companies than applicable provisions of local law, and (iii) the Companies are not subject to any pension obligations towards present or former employees.

d. There are no unfair labor practice charges, grievances or complaints pending or, to the Warrantors’ Knowledge, threatened by or on behalf of any employee or group of employees of the Companies.

e. There are no legal proceedings against the Companies pending, or to the Warrantors’ Knowledge, threatened to be brought or filed, with any governmental authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment (alleged or otherwise) or termination of such employment (alleged or otherwise), of any individual by the Companies or any matter arising out of or in connection therewith.

f. The independent contractors who provide, or provided within the applicable statute of limitations, services to the Companies are or were properly classified as independent contractors under all applicable laws and: (i) no independent contractor has any legal entitlement to any right to participate in any employee benefits plans; and (ii) to the Warrantors’ Knowledge, the Companies are not under investigation or audit with respect to its treatment of independent contractors as independent contractors rather than employees.

g. To the Warrantors’ Knowledge: (i) no employee of the Companies intends to terminate his or her employment; (ii) no employee of the Companies has received an offer to join a business that is competitive with the business of the Companies; and (iii) no employee of the Companies is a party to or is bound by any confidentiality agreement, noncompetition or non-solicitation agreement or other contract (with any person) that may have an adverse effect on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Companies; or (B) the business of the Companies.

h. There are no amounts owing to any present or former director, officer, employee or consultant of the Companies, whether for salary, fees or otherwise, except as set forth on Section 4.15(h) of the Disclosure Letter.

4.16. Subsidy . The Companies have not received any grant, subsidy or financial assistance from any governmental department or agency of any local or other authority. No subsidy (including listed in the Disclosure Letter) will be repayable as a result of the signing or consummation of the transaction contemplated in this Agreement.

4.17. Environmental Compliance and Conditions . To the Warrantors’ Knowledge, the Companies have obtained all material permits, licenses and other authorizations required under federal, state and local laws and regulations relating to pollution or protection of the environment (" Environmental and Safety Requirements" ). To the Warrantors’ Knowledge, the Companies are in compliance in all material respects with all terms and conditions of such permits, licenses and authorizations and are also in compliance in all material respects with all other Environmental and Safety Requirements. To the Warrantors’ Knowledge, no soil on property currently or formerly leased or owned by the Companies is subject to contamination with hazardous substances. To the Warrantors’ Knowledge, no property currently leased or owned by the Companies is charted in accordance with the Danish Soil Pollution Act (in Danish: Jordforureningsloven) and/or the Danish Waste Deposit Act (in Danish: Affaldsdepotloven).

4.18. Brokerage . There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of either Company, except for the fees and expenses of Brown Gibbons Lang & Co., which shall be paid by Sellers.

4.19. Insurance . The Data Room contains true and complete copies of all insurance policies covering the assets, business or operations of the Companies that are material to the conduct of the business by the Companies (" Insurance Policies" ). To the Warrantors’ Knowledge, each Insurance Policy is in full force and effect.

a. No underwriter under the Insurance Policies (or similar insurance policies) has avoided or to the Warrantors’ Knowledge, threatened in writing to avoid insurance cover under such insurance policies in the two years preceding the date of this Agreement.

b. There are no claims outstanding under any such policies and to the Warrantors’ Knowledge, there are no facts existing as of the date hereof that would reasonably likely to give rise to such a claim.

ARTICLE V

REPRESENTATIONS AND WARRANTIES CONCERNING BUYER

Buyer represents and warrants to each of the Warrantors that the following representations and warranties are true and complete as of the date hereof:

5.01 Organization and Corporate Power . Buyer is a German limited liability company duly organized, validly existing and in good standing under the laws of Germany, with full power and authority to enter into this Agreement and each other Transaction Document and perform its obligations hereunder and thereunder. Buyer has the right to acquire and hold the Shares and is in good standing in each jurisdiction with regard to Denmark, Germany and UAE where failure to so qualify would have a material adverse effect upon Buyer’s performance under this Agreement or the consummation of the transactions contemplated hereby.

5.02 Authorization . The execution, delivery and performance of this Agreement and each other Transaction Document by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and such other Transaction Documents. Assuming that this Agreement is a valid and binding obligation of the Warrantors, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by Enforceability Limitations.

5.03 No Violation . Buyer is not subject to or obligated under its certificate of incorporation, its bylaws, any applicable law, or rule or regulation of any governmental authority, or any agreement or instrument, or any license, franchise or permit, or subject to any order, writ, injunction or decree, which would be breached or violated in any material respect by Buyer's execution, delivery or performance of this Agreement

.

5.04 Governmental Authorities; Consents . No consent, approval or authorization of any governmental or regulatory authority or any other party or Person is required to be obtained by Buyer in connection with its execution, delivery and performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby.

5.05 Litigation . There are no actions, suits or proceedings pending or, to Buyer's knowledge, overtly threatened against or affecting Buyer at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect Buyer's performance under this Agreement or the consummation of the transactions contemplated hereby.

5.06 Investment Representation . Buyer is purchasing the Companies’ Shares for its own account with the present intention of holding such securities for investment purposes and not with a view to offer for sale in connection with any public distribution of such securities in violation of any federal or state securities laws.

5.07 Financing . Buyer has and shall have at the Closing sufficient cash and available irrevocable credit facilities from reputable financial institutions (and has provided evidence thereof satisfactory to Sellers) to pay the full consideration payable to Sellers hereunder, to make all other necessary payments by it in connection with the purchase of the Companies’ Shares and to pay all of its related fees and expenses.

5.08 No Knowledge of Misrepresentation or Omission; Non-Reliance . Buyer acknowledges and agrees

that (i) it has not relied upon the accuracy or completeness of any, whether express or implied, representation, warranty, statement or information, and none of the Warrantors has made any representation, warranty, statement or information, whether express or implied, in each case as to the Companies, the Companies’ Shares or as to the accuracy or completeness of, any information regarding the Companies furnished or made available by or on behalf of any Warrantor to Buyer, its Affiliates and/or their respective representatives, except as expressly set forth in ARTICLE III and IV and (ii) none of the Warrantors shall have or be subject to any liability whatsoever to Buyer or any other Person resulting from the furnishing by or on behalf of any Warrantor to Buyer, its Affiliates and/or their respective representatives or Buyer’s, its Affiliates’ or their respective representatives’ use of, or reliance on, any such information, documents or materials and neither Buyer nor any other Person shall have any right whatsoever against any Warrantor with respect to any inaccuracy in any representation, warranty, statement or information, except for representations and warranties as expressly set forth in ARTICLES III and IV . Buyer has no actual knowledge and is not aware that the representations and warranties of ARTICLES III and IV of the Companies in this Agreement and/or the matters disclosed in the Disclosure Letter are not true and correct in any material respects, and Buyer has no actual knowledge or is not aware of any material error in, or material omission from, the Disclosure Letter.

ARTICLE VI

COVENANTS AND AGREEMENTS

6.01 Confidentiality of Sellers . Each Seller agrees and acknowledges that all information provided by or on behalf of Buyer, any of its Affiliates or any of their respective representatives under this Agreement or in connection with the consummation of the transactions contemplated hereunder and all information relating to the Companies and their businesses shall be treated in accordance with that certain Non-Disclosure Agreement (the " Confidentiality Agreement" ), dated as of October 8, 2015, entered into by and among Buyer and MFRI, which agreement shall continue in full force and effect in accordance with its terms. The covenant set forth in this Section 6.01 shall terminate on the second anniversary of the Closing Date.

6.02 Confidentiality of Buyer . Buyer agrees and acknowledges that all information provided by or on behalf of any of the Warrantor or any of the Companies to Buyer, any of its Affiliates or any of their respective representatives under this Agreement or in connection with the consummation of the transactions contemplated hereunder shall be treated in accordance with the Confidentiality Agreement, which agreement shall continue in full force and effect in accordance with its terms.

6.03 Consents . Buyer acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement may be required from Danske Bank with regard to capital leases as well as financing agreements (such consent in the following refers to consent of Danske Bank to that extend) and that such consents and waivers have not been obtained. Buyer agrees that, notwithstanding anything to the contrary contained herein, Sellers and their respective Affiliates shall not have any liability whatsoever to Buyer (or any of its Affiliates) arising out of or relating to (i) the failure to obtain any such consent or waiver, (ii) a claim by any counterparty to any such contract of breach by any of the Companies (or any of their respective Affiliates) thereof arising from or relating to the transactions contemplated by this Agreement, (iii) any termination of a contract as a result of clause (i) or (ii) above and any resulting termination or inability to perform under any other contract of any of the Companies or any of their respective Affiliates for which such terminated contract is required for performance by such Company, or such Affiliate of its obligations thereunder, (iv) any proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or waiver, any such termination or any such inability to perform or (v) the loss of any revenue, customers, dealers or employees as a result of or relating to any action by any Person covered in clause (ii) or (iii) of this Section 6.03 . Buyer further agrees that no representation, warranty, covenant or agreement of Sellers contained in this Agreement shall be inaccurate or breached or deemed inaccurate or breached, and no condition shall be deemed not satisfied, as a result of any of the consequences referred to in the foregoing clauses (i) through (v) .

6.04 Director and Officer Liability and Indemnification . For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any of the Companies to amend, repeal or modify any provision in the governing documents of such Company (e.g., articles of incorporation, bylaws, operating agreements, partnership agreements,

etc.) relating to the exculpation or indemnification of former officers and directors (unless required by law), it being the intent of the parties that such former officers and directors of such Company prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law and as applicable as of the Closing Date.

6.05 Privileged Matters . The parties hereto acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing for the benefit of the Warrantors and the Companies, shall be subject to a shared privilege between the Warrantors, on the one hand, and the Companies, on the other hand, and the Warrantors and the Companies shall have equal right to assert all such shared privileges in connection with privileged information under any applicable law and no such shared privilege may be waived by (a) the Warrantors without the prior written consent of either Company, as applicable; or (b) by either Company without the prior written consent of the Warrantors; provided , however , that any information relating to or arising out of any legal advice or services provided with respect to any matter for which an Indemnitor has an indemnification obligation hereunder, shall be subject to the sole and separate privilege of such Indemnitor, and such Indemnitor shall be entitled to control the assertion or waiver of all such separate privileges under any applicable law in connection with any privileged information, whether or not such information is in the possession of or under the control of any of the Indemnitees.

6.06 Press Releases and Communications . No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made without the joint approval of Buyer and Sellers, unless required by law (in the reasonable opinion of counsel) in which case Buyer and Sellers shall have the right to review such press release or announcement prior to publication.

6.07 Expenses . Except as otherwise expressly provided herein, the Warrantors and Buyer shall each be responsible for all of their own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of their respective obligations hereunder and the consummation of the transactions contemplated by this Agreement (whether consummated or not).

6.08 Further Assurances . From time to time, as and when requested by any party hereto and at such party's expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing clause, from time to time, each party hereto shall sign, make, execute, deliver, issue or file (or cause to be signed, made, executed, delivered, issued or filed) with any person, including the Fujairah Free Zone Authority or other governmental authority or agency in the UAE, all such agreements, documents, instruments, certificates, consents, forms or waivers (and all amendments to any of the same) as shall reasonably be required to transfer all the NAFME Shares to Buyer and convert NAFME to a "Free Zone Establishment".

6.09 Certain Tax Matters . The following provisions shall govern the allocation of responsibility as between Buyer and the Companies on the one hand and Sellers on the other hand for certain Tax matters following the Closing:

a. For any tax periods ending on or before the January 31, 2016, Sellers shall prepare or cause to be prepared all Tax Returns and applicable transfer pricing documentation in accordance with applicable law for the Companies which are filed after the Initial Closing Date.

b. Buyer, the Companies and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and preparation of applicable transfer pricing documentation in accordance with applicable Danish law pursuant to this Section 6.09 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Companies shall retain all original copies of books and records (and Sellers may retain copies of such books and records) with respect to tax matters pertinent to the Companies relating to any tax periods and shall abide by all record retention agreements entered into with any taxing authority, and shall give Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records prior to the expiration of the applicable

statute of limitations for that tax period, and if Sellers so request, the Companies shall allow Sellers to take possession of such original copies of books and records.

c. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (except for taxes on the Purchase Price) shall be paid by Buyer when due, and Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Sellers will join in the execution of any such Tax Returns and other documentation.

d. Sellers shall be liable for (and the Warrantors shall indemnify and hold harmless Buyer and the Companies from and against) any Taxes imposed and be entitled to any cash refund of Taxes, in each case attributable to a tax period ending on or prior to January 31, 2016. The Companies shall be liable for any Taxes imposed and entitled to any refund of Taxes, in each case attributable to a tax period ending after the January 31, 2016. If a party receives a refund of Taxes to which another party is entitled under this Section 6.09(d) , it shall pay the refund to the other party within fifteen (15) days of its receipt from the taxing authority. For the avoidance of doubt, the limitations stated in Article VII shall not apply to the Warrantors’ indemnity (the " Warrantors’ Tax Indemnity" ) in this Section 6.09 .

6.10 Termination of the Mandatory Danish Tax Consolidation .

a. The parties hereto acknowledge that MFRD and Nordic are subject to mandatory tax consolidation pursuant to Section 31 of the Danish Company Tax Act and are members of MFRD's Danish tax group (the " MFRD Tax Group" ).

b. The parties hereto acknowledge that MFRD acts as the administration company (the " Administration Company" ) of the MFRD Tax Group pursuant to Section 31 of the Danish Company Taxation Act (" Section 31" ).

c. Nordic shall remain member of the MFRD Tax Group until MFRD ceases to control Nordic for the purpose of Section 31. In the common opinion of the Sellers and the Buyer, MFRD ceases to control Nordic as of Closing.

d. MFRD shall procure that notice is given in accordance with the applicable statutory requirements to the Danish tax authorities (" SKAT" ) of Nordic’s cessation from the MFRD Tax Group per Closing. The notice shall be submitted to SKAT, and a copy thereof shall be provided to the Buyer, no later than one month after Closing.

e. The Sellers and the Buyer agree and acknowledge that the taxable income and tax losses of Nordic must be included in the taxable income of the MFRD Tax Group pursuant to Section 31 for any income period ending before or on the date of Closing or such other date which SKAT may deem to be the date of Nordic’s cessation from the MFRD Tax Group.

f. MFRD shall procure that income tax statements and tax returns are prepared and timely filed for Nordic for all income periods ending before or on the date of Closing, including the income period beginning the first day after the latest finalized income year and ending on the date of Closing (the " Final Income Period" ). The income tax statement and tax return for the Final Income Period (the " Final Income Statement" ) shall in all materiality be drawn up in accordance with the same accounting and tax principles as have previously been applied in respect of Nordic´s income tax statements and tax returns.

g. MFRD shall no later than ninety (90) calendar days after the Closing Date deliver to the Buyer for the Buyer’s review a draft of the Final Income Statement. MFRD undertakes to reflect in the Final Income Statement the reasonable comments of the Buyer which are received within twenty (20) Business Days from delivery of the draft Final Income Statement to the Buyer.

h. The Buyer shall procure that Nordic makes available to MFRD all relevant book-keeping, accounting material and other documents which MFRD requests for the purpose of the preparing of the Final Income Statement. The Buyer shall furthermore, in a period of six years from Closing, procure that Nordic makes available to MFRD all book-keeping, accounting material and other documents which MFRD may reasonably request for the purpose of Tax matters pertaining to the MFRD Tax Group.

i. MFRD shall conduct all communications and negotiations with SKAT regarding any income period ending on or before the date of Closing, provided that MFRD shall not, without the prior written approval from the Buyer, take any action or refrain from taking any action which may adversely affect the tax position of Nordic after Closing. Such approval from the Buyer shall not be unreasonably withheld. MFRD shall keep the Buyer duly informed of communications and negotiations with SKAT.

j. MFRD shall:

i. Pay to SKAT when due and payable all Tax amounts which are contributed to it by Nordic in respect of any income period ending on or before Closing;

ii. Pay to Nordic when due and payable any reimbursement which Nordic is entitled to under Section 31(8) (reimbursement for utilization of tax losses); Pay to Nordic within fifteen (15) business days of receipt thereof from SKAT (i) any excess of any Taxes paid by Nordic to MFRD pursuant to Section 31 over the amount of Tax finally payable in respect of Nordic and (ii) interest on such excess as received by MFRD from SKAT;

k. The Buyer shall procure:

i. That Nordic pays to MFRD an amount equal to any Tax (including interest and other charges) pertaining to Nordic which MFRD or other companies in the MFRD Tax Group are charged with pursuant to Section 31. The payment shall be made within fifteen (15) business days of receipt of MFRD 's written request but no earlier than ten (10) business days before the amount becomes due and payable to SKAT;

ii. That Nordic repays to MFRD the excess of any amounts previously received as reimbursement for utilization of Tax losses over the final reimbursement amount payable to MFRD pursuant to Section 31(8). Such repayment shall be made within fifteen (15) business days of receipt of MFRD’s written request for payment accompanied by a copy of SKAT’s notice or decision confirming the basis for the final reimbursement amount.

l. In the event any amount payable by Nordic pursuant to the above Section 6.10(k) arises out of circumstances which constitute a breach of the Seller’s tax warranties or tax indemnities set out in this Agreement, the Buyer and Nordic shall be entitled to offset the amount payable pursuant to Section 6.10(k) against the amount payable by the Seller to the Buyer pursuant to this Agreement.

m. In the event SKAT deems MFRD to have ceased control of Nordic as of a date other than the date of Closing, the provisions in this Section 6.10 shall be construed in accordance therewith and the Final Income Statements shall be adjusted accordingly.

6.11 Indemnification Environment. Until all of the environmental matters referred to in Schedule 6.11 are finally resolved and the relevant Danish governmental authority has issued a written statement stating the same (the date on which the foregoing events occur, the " Environmental Adjustment Date" ), Warrantors, on a joint and several basis, will indemnify and hold harmless Buyer and Nordic of any costs and expenses actually incurred by Nordic with regard to any remedial measures taken by Nordic with respect to any of the environmental matters referred to in Schedule 6.11 , subject to the following limitations: (i) the aggregate amount of all payments to which Buyer or Nordic shall be entitled in satisfaction of claims for indemnification pursuant to this Section 6.11 shall in no event exceed One Hundred Eighty-Five Thousand US Dollars ($185,000.00); (ii) Buyer and Nordic shall be entitled to make indemnification claim for fifty percent (50%) of such aggregate costs and expenses up to an amount of One Hundred Thousand US Dollars ($100,000.00) incurred by the Company, and for ninety percent (90%) of such aggregate costs and expenses between One Hundred US Dollars ($100,000.00) and Two Hundred Fifty Thousand US Dollars ($250,000.00) incurred by the Company; (iii) any claim for indemnification pursuant to this Section 6.11 shall be accompanied by appropriate invoices containing reasonable detail of such aggregate costs and expenses incurred by the Company and (iv) any amount due and payable by the Warrantors pursuant to this Section 6.11 shall first be set off against the amount of the Warrantors’ Environmental Liabilities included in the calculation of the Estimated Purchase Price and/or the Final Purchase Price, as applicable, until such amount of the Warrantors’ Environmental Liabilities has been fully offset and if any such amount that is due and payable by the Warrantors remains after the set off in accordance with the immediately preceding clause, then such remaining amount shall be due and payable by the Warrantors in accordance with this Section 6.11 . The amount payable by the Warrantors upon claim of indemnification by Buyer or Nordic pursuant to this Section 6.11 shall be referred to as the " Warrantors’ Environmental Liabilities" . As of the Initial Closing Date and as of the Adjustment Date, the amount of the Warrantors’ Environmental Liabilities is determined on the basis of reasonable estimations agreed to in writing by the parties hereto and/or the amount known and agreed to in writing by the parties hereto, as applicable. On the Environmental Adjustment Date, if any amount of the Warrantors’ Environmental Liabilities included in the calculation of the Estimated Purchase Price and/or the Final Purchase Price, as applicable, remains after such amount having been offset against the aggregate amount that is due and payable by the Warrantors pursuant to this Section 6.11 , then such remaining amount of the Warrantors’ Environmental Liabilities included in the calculation of the Estimated Purchase Price and/or the Final Purchase Price shall be paid by Buyer to the Warrantor by wire transfer of immediately available funds not later than five (5) business

days following the Environmental Adjustment Date.

6.12 Behavior until Subsequent Closing Date . In the period between the date of this Agreement and the Subsequent Closing Date each of the Warrantors shall procure with regard to NAFME that:

a. the business of NAFME will be properly managed, be carried on in the ordinary and usual course and that NAFME will comply, in all material respects, with all applicable laws and will maintain all licenses, insurances consents and authorizations of any nature whatsoever (public or private) which are necessary to carry on the business of NAFME as presently conducted;

b. Buyer will be kept fully and promptly informed of all material matters relating to business, assets and affairs of NAFME;

c. NAFME will keep proper accounting records and in them make true and complete entries of all dealings and transactions in relation to its and their business; and

d. Buyer and its representatives will be afforded reasonable access to the premises of NAFME, all employees, directors, officers and advisers of NAFME and all documents, books and records held or maintained relating thereto.

6.13 Consent until Subsequent Closing . Without prejudice to the provision of Section 6.12 , in the period until Subsequent Closing Date Warrantors shall procure that none of the following matters will occur or be undertaken without the prior written consent of the Buyer:

a. the sale or disposal of, or the grant or termination of any rights in respect of, any part of the undertaking or the assets of NAFME;

b. the declaration, payment or other making by NAFME of any dividend or other distribution;

c. the passing of any shareholders' resolution relating to NAFME, including any alteration to the articles of association or any other constitutional document of NAFME;

d. the giving by NAFME of any guarantee, suretyship, letter of comfort, indemnity or any other security and the creation or issue or allowing to come into being of any mortgage, charge or other security interest upon or over any part of the property of assets

e. the acquisition by NAFME of any shares of any other company or the participation in any partnership, consortium, association or joint venture;

f. the borrowing of any money or acceptance of any financial facility by NAFME or the making or granting of any loan or any financial facility;

g. the appointment of any person as a director of NAFME;

h. the entry into, termination, amendment or variation of any contract or arrangement by any NAFME; or

i. the commencement of any litigation by NAFME.

6.14 If No Subsequent Closing . If the Subsequent Closing does not occur as of March 31, 2016 Buyer has the right to rescind this Agreement, provided that no Subsequent Closing has occurred in the meantime until receipt of the rescission of Buyer by Warrantors, with regard to the sale of the NAFME Shares, whereby the amount UAE Funds Shares will be released to Buyer. In the event of a rescission,

a. this Agreement shall only end with regard to the NAFME Shares;

b. the Warrantors will procure and hereby each Warrantor guarantees and is unconditionally cumulatively with NAFME liable towards Buyer and Nordic that all loans or other receivables of Nordic against NAFME will be repaid in full based on prevailing commercial terms.

ARTICLE VII

INDEMNIFICATION

7.01 Survival . The representations and warranties set forth in this Agreement and in any certificates delivered at the Closing in connection with this Agreement shall survive the Initial and Subsequent Closing Dates and the consummation of the transactions contemplated hereby subject to the limitations set forth in this ARTICLE VII .

7.02 Indemnification .

a. Subject to the provisions of this Agreement, including Section 7.02(d) , Section 7.03 and the next sentence, Buyer shall be indemnified and held harmless by the Warrantors, on joint and several basis, against any actual and calculable loss, liability (including Tax liabilities), damage, diminution in value, or documented expense (including reasonable attorneys’ fees) (collectively, " Losses" and individually, a " Loss" ) directly suffered or incurred by Buyer (which, for the avoidance of doubt, shall comprise any Loss suffered or incurred by the Companies) to the extent arising from any inaccuracy or misrepresentation of any representation and warranty of the Warrantors expressly set forth herein, or any breach or non-fulfillment of any agreement, covenant, or obligation of Warrantors pursuant to this Agreement and the Transaction Documents, or arising out of, in connection with or as arising from, related to, or as a result of the transfer of the Companies’ shares being held invalid, declared fraudulent, or set aside as void or voidable under the bankruptcy laws of any jurisdiction or any other similar reasons, including without limitation, any judgment, order, or decree of any court or administrative body having jurisdiction over Buyer or any of its property.

Notwithstanding anything herein to the contrary,

i. Buyer shall not be entitled to seek indemnification with respect to any Loss incurred as a result of a breach of any representations and warranties contained in ARTICLE III and ARTICLE IV unless, until and only to the extent that the aggregate amount of all Losses suffered by Buyer as a result of such breach(es) exceeds in the aggregate One Hundred Sixty-Eight Thousand Seven Hundred Fifty US Dollars ($168,750.00) (the " Deductible" ), in which case Buyer shall be entitled to indemnification only for such excess; provided , however, that no claim by Buyer shall be so asserted where the Loss relating to such claim is less than Sixteen Thousand Eight Hundred Seventy Five US Dollars ($16,875.00) ( the " Mini-Basket" ) and such claims shall not be aggregated for purposes of this Section 7.02(a) except for claims of a similar nature which shall be aggregated;

ii. the aggregate amount of all payments to which Buyer shall be entitled in satisfaction of claims for indemnification pursuant to this Section 7.02(a) shall in no event exceed One Million Nine Hundred Sixty Eight Thousand Seven Hundred Fifty US Dollars ($1,968,750.00) (the " Cap" ); and

iii. Buyer shall not be entitled to seek indemnification with respect to any Loss of which Buyer, any of its Affiliates or any of their respective representatives had positive knowledge prior to the date hereof or was disclosed in this Agreement, prior to the date hereof in the Data Room or Disclosure Letter in each case if and to the extent the relevant facts, matters or circumstances for such Loss and the amount of Loss were fully and fairly disclosed and sufficiently understandable to a reasonable private third party purchaser including, if applicable, Sellers estimate of such loss,

except for Losses resulting from (1) Section 3.08 (Solvency), Section 6.11 (Indemnification Environment), Section 10.17 (Release Warrantors), (2) the Warrantors’ Tax Indemnity, and/or (3) Sections 6.12 or 6.13 (Indemnification NAFME) which shall not be subject to the limitation set forth in this clause (iii);

provided , however, that neither the Deductible, the Mini-Basket nor the Cap shall apply with respect to any Losses resulting from or relating to breaches of (1) representations and warranties contained in ARTICLE III or in any of the following sections of ARTICLE IV : the first sentence of Section 4.01 (Organization and Power), Section 4.7(g) (No Payment of Dividends), Section 4.09 (Related party matters), Section 4.02 (Capitalization), Section 4.03 (Subsidiaries), Section 4.18 (Brokerage), Section 10.17 (Release Warrantors) (together these sections comprise the " Fundamental Representations" ), (2) arising as a result of willful misconduct or gross negligence on the part of the Warrantors, (3) the Warrantors’ Tax Indemnity, or (4) Sections 6.12 or 6.13 (Indemnification NAFME).

b. Notwithstanding anything to the contrary hereunder (including Section 7.02(a) ) or in any other Transaction Documents, however, no Warrantor shall be liable for any amounts, individually or in the aggregate, under this Agreement and each other Transaction Document (including indemnifiable Losses hereunder or thereunder) in excess of the net cash proceeds received by the Sellers hereunder in connection with Buyer's delivery of the Purchase Price

except in the event of Losses arising from, related to, or as a result of any breach of Section 3.08 (Solvency), and/or Sections 6.12 or 6.13 (Indemnification NAFME), and/or Section 10.17 (Release Warrantors) for which the limitation according to this (b) shall not apply and the liability be unlimited.

c. Subject to the provisions of Section 7.02(d) and 7.03 , Buyer shall indemnify the Warrantors and hold them harmless against any Loss which the Warrantors suffer, sustain or become subject to as a result of (i) any breach by Buyer of its covenants, representations and warranties set forth herein, in each other Transaction Document and as restated in any certificates delivered by Buyer at the Initial Closing or Subsequent Closing, as applicable, and (ii) the operations of the Companies following the Initial Closing or the Subsequent Closing, as applicable, however, limited to an amount of the net cash proceeds received or to be owed to the Sellers hereunder in connection with Buyer's delivery of the Purchase Price.

d. No Person shall be liable for any claim for indemnification under Sections 7.02(a) or 7.02(c) above unless written notice specifying in reasonable detail the nature and the quantum of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought (i) on or prior to the date falling on the third (3rd) anniversary of the Closing Date with respect to claims for indemnification relating to breaches of the Fundamental Representations and ARTICLE V (other than Sections 5.04 (Governmental Authorities; Consents) and 5.05 (Litigation)), (ii) at any time with respect to claims for indemnification under Section 7.02(c)(ii) or relating to breaches of covenants required to be performed by Buyer or Sellers subsequent to the Closing, (iii) on or prior to six (6) months after the expiry of the applicable statutory period of limitation with respect to claims for indemnification under Section 4.13 (Tax Matters) and (iv) on or prior to the date falling twenty-four (24) months following the Initial Closing Date with respect to all other claims for indemnification hereunder.

e. Promptly after the assertion by any third party of any claim (a " Third Party Claim" ) against any Person entitled to indemnification under this Section 7.02 (the " Indemnitee" ) that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly (and, in any event, within ten (10) calendar days after receiving notice of such Third Party Claim) notify in writing the parties from whom such indemnification could be sought (the " Indemnitors" ) of such Third Party Claim. The failure of any Indemnitee to notify the Indemnitors of any such matter in the manner set forth in preceding sentence shall relieve the Indemnitors from any liability which the Indemnitors may have to such Indemnitee, only if and to the extent such failure results in the forfeiture by the Indemnitors of any rights or defenses in respect of such claim. Any Indemnitee shall have the right to employ separate counsel in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be an expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the Indemnitee of the existence of such Third Party Claim as provided in the first sentence of this Section 7.02(e) , to assume and conduct the defense of such Third Party Claim or (ii) the employment of such counsel has been specifically authorized by the Indemnitor.

f. The amount of any Loss subject to indemnification hereunder or of any claim therefor shall be calculated net of (i) any Tax Benefit actually received by Buyer, any of the Companies or any of their Affiliates on account of such Loss and (ii) any insurance proceeds or other recoveries (net of direct collection expenses) actually received by Buyer or either Company on account of such Loss (including amounts received from any third party for indemnification or contribution) (in each case after deduction of Taxes, if any, of such insurance proceeds or other payments). If Buyer, either Company or any of their Affiliates receives a Tax Benefit after an indemnification payment is made, Buyer shall promptly pay to Warrantors the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized, however not more than the indemnification amount actually received by Buyer. For purposes hereof, " Tax Benefit" shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid, in each case computed at the highest marginal Tax rates. Buyer shall, and shall cause the Companies to, seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder, and Buyer shall not, and shall cause the Companies to not, terminate or cancel any insurance policies in effect for periods prior to the Closing. In the event that an insurance recovery is made by Buyer, any of the Companies or any of their Affiliates with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of all direct collection expenses) shall be made promptly to the Warrantors, however not more than the indemnification amount actually received by Buyer. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

g. All indemnification payments made hereunder shall be treated by all parties as an adjustment to the Final Purchase Price.

h. Notwithstanding anything to the contrary contained in this Section 7.02 , there shall be no recovery for any Loss by Buyer under this Section 7.02 , and the Loss shall not be included in meeting the stated thresholds hereunder, to the extent (i) such item has been included and/or taken into account in the calculation of the Closing Trade Working Capital, the Closing Debt Amount, the Closing Cash Amount or the Warrantors’ Environmental Liabilities hereunder, (ii) arising as a result of any action taken or omitted to be taken by Buyer or any of its Affiliates except in the ordinary course and consistent with past practice, or (iii) to the extent arising from a change in any law that becomes effective after the January 31, 2016.

i. In no event shall any party hereto or any of its Affiliates have any liability under this Agreement or otherwise in connection with the transactions contemplated hereby for any special, punitive, exemplary, speculative, indirect, remote or consequential damages, damages for lost profits or damages computed on a multiple of earnings, book value or any similar basis that may have been used in arriving at the Purchase Price or that may be reflective of the equity value of the Companies except where such damages are incurred by the Buyer or the Companies towards third parties in which case such damages shall be deemed to constitute direct Loss. If damages or losses occur with the Companies, Buyer has the right to choose whether such damages and losses shall be indemnified by payments to Buyer or such Company.

j. Buyer agrees that in the event of any breach giving rise to an indemnification obligation under Section 7.02(a) , Buyer shall take and cause its Affiliates (including the Companies) to take, or cooperate with the Warrantors, if so requested by the Warrantors, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). If any Indemnitee shall fail to take such measures, then notwithstanding anything to the contrary in this Agreement, the Indemnitor shall not be required to indemnify the Indemnitee for any claim, liability or Loss that would reasonably be expected to have been avoided if such efforts had been made.

k. Upon payment in full of any Losses pursuant to this Section 7.02 or the payment of any judgment or settlement with respect to a Third Party Claim, the Indemnitor shall be subrogated to the extent of such payment to the rights of the Indemnitee against any Person with respect to the subject matter of such Loss or Third Party Claim. The Indemnitee shall assign or otherwise cooperate with the Indemnitor, at the cost and expense of the Indemnitor, to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement.

7.03 Limitation of Recourse .

a. Following the Closing, except with respect to claims based upon intentional fraud or as expressly stated in this Agreement and the Transaction Documents, the indemnification provided by Section 7.02(a) shall be the sole and exclusive remedy for any Losses of Buyer, the Companies with respect to any and all claims relating to the subject matter of this Agreement. In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Sellers relating to the subject matter of this Agreement and the Transaction Documents arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise unless stated expressly otherwise in this Agreement and the Transaction Documents. Notwithstanding anything to the contrary contained in this Agreement and the Transaction Documents, Buyer shall have no right to indemnification under Section 7.02(a) with respect to any Loss or alleged Loss if Buyer shall have requested a reduction in the Closing Trade Working Capital, Closing Cash Amount, of either Company or an increase in the Closing Debt Amount of either Company, in each case, reflected on the Closing Balance Sheet Statement of such Company, on account of any matter forming the basis for such Loss or alleged Loss and shall have agreed, or the Firm shall have determined, that no such reduction is appropriate.

b. Except as provided in Section 7.02(a) or unless stated expressly otherwise in this Agreement, no claim shall be brought or maintained by Buyer, any of the Companies or their respective successors or permitted assigns against any officer, director or employee (present or former) of either Company or any Warrantor, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of the Warrantors set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder, and provided that without limiting the foregoing, in no event shall Buyer, its successors or permitted assigns be entitled to claim or seek any rescission

of the transactions consummated under this Agreement or any other Transaction Document or other remedy at law or in equity.

c. Buyer shall have no right to assert any claims with respect to any Loss, cause of action or other claim to the extent it is primarily a possible, contingent or potential Loss (other than with respect to a diminution in value of the Companies or any of their assets and/or an increase in value of any of the obligations or liabilities of the Companies), cause of action or claim that Buyer believes may be asserted rather than a Loss, cause of action or claim that has, in fact, been filed of record against Buyer or one of its Affiliates or paid or incurred by Buyer or one of its Affiliates.

7.04 Materiality Qualifications . For purposes of calculating the amount of Losses under this Article VII (but not for purposes of determining whether a representation or warranty has been breached), each representation and warranty under Articles III , IV and V will be read without regard and without giving effect to the term "material," "materiality," "Material Adverse Effect" as if such word or phrase were deleted from such representation and warranty.

7.05 No Additional Representations; Disclaimer .

a. Buyer acknowledges that neither Sellers, MFRI nor any of its Subsidiaries, nor any other Person acting on behalf of the MFRI or any of its Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Companies or their respective businesses or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Letter. Buyer further agrees that neither Sellers nor any other Person shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer's use of, any such information, including the Confidential Information Memorandum prepared by Brown Gibbons Lang & Co. in September 2015 and any information, document or material made available to Buyer or the Buyer's Representatives in certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement.

b. In connection with Buyer's investigation of either Company, Buyer or Buyer's Representatives have received from or on behalf of the Companies certain projections of the Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer shall have no claim against Sellers or any other Person with respect thereto. Accordingly, Sellers make no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).

c. Buyer acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of Sellers expressly and specifically set forth in this Agreement, including the Disclosure Letter and Buyer has not relied on any other statements, documents or other sources of information not specifically contained in the representations and warranties herein. THE REPRESENTATIONS AND WARRANTIES BY EACH OF THE WARRANTORS CONTAINED IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF EACH SUCH WARRANTOR TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF NAFME AND NORDIC) ARE SPECIFICALLY DISCLAIMED BY THE WARRANTORS.

ARTICLE VIII

DEFINITIONS

8.01. Definitions . Whenever used in this Agreement, the following terms and phrases have the following respective meanings whereby with regard to the financial definition reference is also made to Schedule 1.01(c) :

"Accounting Principles" means, with respect to Nordic, the Danish GAAP in effect on the account date of such entity’s latest audited balance sheet and using the same methodologies, practices and principles used in the preparation of the latest audited balance sheet of such entity that was delivered to Buyer on or prior to the date hereof, and, with respect to NAFME, the US GAAP in effect on the account date of such entity’s latest balance sheet and using the same methodologies, practices and principles used in the preparation of the latest balance sheet of such entity that was delivered to Buyer on or prior to the date hereof, provided , that, in each case, for purposes of the definition of "Closing Trade Working Capital", the Accounting Principles shall take into account and the calculation of the Closing Trade Working Capital under the Danish GAAP or US GAAP, as the case may be, shall exclude therefrom any current assets and/or current liabilities of such entity as of 11:59 p.m. local time of such entity’s principal place of business on the 31 January 2016 that are excluded from such definition and it is understood that the application of the Accounting Principles and the Danish GAAP or the US GAAP, as the case may be, subject only to the immediately foregoing provison, in respect of the calculation of the Closing Trade Working Capital shall be deemed to be applied on a consistent basis.

"Affiliates" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

"Assets" of any Person means all assets and properties of any kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent, fixed or otherwise, and wherever located), including the good will related thereto, operated, owned or leased by such Person.

"Audited 2015 Financial Statements" means the financial statements of Nordic, consisting of audited and (i) balance sheet as of January 31, 2016 and (ii) the statements of income, change in equity and cash flow, in each case, for the fiscal year 2015 ending January 31, 2016, including in each case of (i) and (ii), the notes relating thereto and statements of reconciliation of the accounts and financial measures set forth in such financial statements to the most directly comparable accounts and financial measures calculated and presented in accordance with Danish GAAP, applied on a basis consistent with the past practices of consolidation of the financial statements of Nordic with MFRI.

"Cash" means, with respect to any Person, and without duplication, all cash in hand and cash equivalents, collectible checks or credited to any account with a financial institute and securities with a maturity of less than one year which are readily convertible to cash.

"Closing Cash Amount" means, with respect to either Company, as the case may be, the US Dollar Equivalent of the aggregate amount of the Cash of such entity as of 11:59 p.m. local time of such entity’s principal place of business on 31 January 2016;

" Closing Debt Amount" means, with respect to either Company, as applicable, the US Dollar Equivalent of the aggregate amount of the Debt of such entity as of 11:59 p.m. local time of such entity’s principal place of business on 31 January 2016 (but excluding any items included in respect of the Closing Cash Amount) owed by such Company to any third party less any Debt owed by such third party to such Company, which amount shall take into account any changes to such amount occurring as a result of repayment, if any, of any Debt on the Closing Date by such Company, but without taking into account the amount of any contingent liabilities in respect of undrawn standby letters of credit of such Company.

" Closing Trade Working Capital" means, with respect to either Company, as applicable, the excess of (i) the sum of such entity’s accounts receivable and inventory as of 11:59 p.m. local time of such entity’s principal place of business on the 31 January 2016 included in the Draft Balance Sheet, over (ii) such entity’s accounts payable as of 11:59 p.m. local time of such entity’s principal place of business on 31 January 2016 included in the Draft Balance Sheet, in each case calculated as of 11:59 p.m. local time of such entity’s principal place of business on 31 January 2016 in accordance with Accounting Principles, provided , that the Closing Trade Working Capital shall not take into account any amount in respect of (w) the current portions of any amounts reflected in the Closing Debt Amount, (x) the Closing Cash Amount, (y) any deferred Tax assets or liabilities and (z) any accrued liabilities that constitute the costs and expenses incurred by such entity in connection with the negotiation, execution and delivery of the Transaction

Documents (it is understood that the determination of the Closing Debt Amount and the Closing Cash Amount as used in, and the calculation thereof for purposes of the definition of, "Closing Trade Working Capital" shall be made without any reference to the words "US Dollar Amount" as indicated in the definitions of the "Closing Cash Amount" and the "Closing Debt Amount").

"Closing Trade Working Capital Adjustment Amount" means, with respect to NAFME or Nordic, as applicable, the difference (in absolute value) between (a) the Closing Trade Working Capital of such entity and (b) the Closing Trade Working Capital Target of such entity, provided , that if the difference (in absolute value) between the Closing Trade Working Capital of such entity and the Closing Trade Working Capital Target of such entity is less than, in the case of NAFME, Sixty-Three Thousand Three Hundred US Dollars ($63,300.00), or in the case of Nordic, One Million One Hundred Thirty Five Thousand DKK (dk. 1,135,000.00), then the Closing Trade Working Capital Adjustment Amount shall be deemed to be zero, provided further, that in the case of Nordic, the Closing Trade Working Capital Adjustment Amount shall be the US Dollar Equivalent of such amount determined hereunder.

"Closing Trade working Capital Target" means, with respect to NAFME, Six Hundred Thirty-Three Thousand US Dollars ($633,000.00) and, with respect to Nordic, Twenty-Two Million Seven Hundred Thousand DKK (dk. 22,700,000.00).

"Code" means the Internal Revenue Code of 1986, as amended.

"Debt" means, with respect to any Person, and without duplication, all obligations of such Person in respect of principal, accrued interest, penalties and fees (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or other similar contractual obligations (iii) Income Tax payable, (iv) Deferred tax liabilities, (v) capital leasing obligations, (iv) management bonus provision for employees Andre Grundahl, Per Jorgensen, Ken Jorgensen and Henrik Frandsen and management bonuses as well as all costs incurred from all sales incentive programs (v) in respect of letter of credit and (vi) in the nature of guarantees of the obligations described in foregoing clause (i) through (iii) of any other Person.

"Danish GAAP" means the Danish generally accepted accounting principles as in effect from time to time.

"DKK" means Danish Krone, the lawful currency of Denmark.

"Draft Closing Balance Sheet" means, with respect to either Company, as applicable, a draft of balance sheet of such entity as of 11:59 p.m. local time of such entity’s principal place of business on 31 January 2016 and prepared in accordance with the Accounting Principles.

"Draft Closing Balance Sheet Statement" means, with respect to either Company, as applicable, a draft of the balance sheet statement containing the computation of the Closing Trade Working Capital, Closing Debt Amount, the Closing Cash Amount, in each case calculated from the applicable Draft Closing Balance Sheet in accordance with the terms of this Agreement, together with the Final Purchase Price.

"Employees" shall mean the employees of the Companies.

"Enforceability Limitations" shall mean limitations on enforcement and other remedies imposed by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally from time to time in effect or general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing with respect to those jurisdictions that recognize such concepts).

"Know-How" means the Companies embodied business information (whether in written, electronic or magnetic form), trade secrets, unpatented inventions and other tangible or intangible confidential information, including all documentation on research & development (encompassing without limitation research materials, test data, product data and safety data) in relation to its respective business.

"Material Adverse Change" means a change or event that gives rise to a Material Adverse Effect.

"Material Adverse Effect" means an effect that is materially adverse to the business, financial condition or results of operations of the Companies taken as a whole; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect or Material Adverse Change: (a) any adverse change, event, development, or effect arising from or relating to (i) general business, financial or economic conditions, including such conditions related to the business of the Companies, (ii) national or international political or social conditions, including the engagement by the United States, Denmark or United Arab Emirates in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States Denmark or United Arab Emirates, as the case may be, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States Denmark or United Arab Emirates, as the case may be, (iii) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes (or proposed changes) in, or the interpretation of, GAAP, (v) changes (or proposed changes) in, or the interpretation of, laws, rules, regulations, orders, or other binding directives issued by any governmental entity, or (vi) the taking of or omission to take any action, which action or omission is required, permitted or contemplated by this Agreement or consented to by Buyer, (vii) actions taken by Buyer or its Affiliates or any change resulting or arising from the identity of, or any facts or circumstances relating to, Buyer or its Affiliates, (viii) the failure to obtain the consent or waiver of a counterparty under any contract (including any consent or waiver which, if not obtained, could result in the termination of any such contract), or the failure of a counterparty to renew any contract, to which either Company is a party or by which its assets are bound, (ix) any delay with respect to the receipt of, any modification or limitation of or any failure to obtain any permit that authorizes or controls the distribution, sale, importation, performance, marketing, commercialization or consumption of any products and services, or any proceeding brought by any Person not a party hereto challenging the rights of either Company in or related to any Intellectual Property related to any such products and services or the marketing or commercialization thereof, (x) any set of facts that is set forth on the Disclosure Letter, (xi) any failure to meet any projections, forecasts or estimates of revenue, earnings, cash flow or cash position or (xii) the announcement or the existence of, or compliance with, this Agreement or the transactions contemplated by this Agreement and (b) any existing event, occurrence, or circumstance with respect to which Buyer has knowledge as of the date hereof.

"Permitted Liens" means with respect to each parcel of real property owned by the Companies: (a) real estate taxes, assessments and other governmental levies, fees, or charges imposed with respect to such real property that are (i) not due and payable as of the Initial Closing Date or (ii) being contested by appropriate proceedings; (b) mechanics' liens and similar liens for labor, materials, or supplies provided with respect to such real property incurred in the ordinary course of business for amounts that are (i) not delinquent or (ii) being contested by appropriate proceedings; (c) zoning, building codes, and other land use laws regulating the use or occupancy of such real property or the activities conducted thereon that are imposed by any governmental authority having jurisdiction over such real property; (d) liens for any financing secured by such real property; and (e) easements, covenants, conditions, restrictions and other similar matters affecting title to such real property and other encroachments and title and survey defects that do not or would not materially impair the use or occupancy of such real property in the operation of the business of the Companies taken as a whole.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

"Subsidiary" means, with respect to any Company, any corporation or other entity of which the securities having a majority of the ordinary voting power in electing the board of directors are, at the time of such determination, owned by such Company or another Subsidiary of such Company.

"Tax" or " Taxes" means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, ad valorem/personal property, stamp, excise, occupation, sales, use, transfer, value added, alternative minimum, estimated or other tax or duty, including any fee, interest, levy, penalty or addition thereto, whether disputed or not.

"Tax Returns" means any return, report, information return or other document (including schedules or any related or supporting information) filed or required to be filed with any governmental entity or other authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

"Transaction Documents" means this Agreement, the Confidentiality Agreement, the Disclosure Letter, the Escrow Agreement, the Release Agreement, the IP License Agreement and such other documents incidental to the consummation of the transactions contemplated hereunder and thereunder.

"US Dollars" means the United States Dollar, the lawful currency of the United States of America.

"US Dollar Equivalent" means, with respect to DKK denominated amount, a US Dollars amount equal to such DKK denominated amount converted into US Dollars as calculated in accordance with a rate equal to the average exchange rate of one (1) DKK to US Dollars as published by Danske Bank on the fifth (5th) business day prior to the date of the relevant calculation, and, with respect to US Dollars amount, the same US Dollars amount.

"US GAAP" means the United States generally accepted accounting principles as in effect from time to time.

"Warrantors" means, collectively, each of Sellers and MFRI, and a Warrantor means any of them.

"Warrantors’ Knowledge" has the meaning set forth in Section 10.01 .

8.02. Definitional References . Each of the following terms has the meaning ascribed to such term on the page set forth opposite such term:

ARTICLE IX

NON-COMPETITION

9.01 Non-Competition .

(a) In consideration of the Purchase Price to be received under this Agreement, each Warrantor agrees that, with respect to clause (i), for a period beginning on the Initial Closing Date and ending on the second (2nd) anniversary of the Initial Closing Date (the " Restrictive Covenant Period" ) or, with respect to clause (ii), for a period beginning on the Initial Closing Date and ending on the 180th calendar day following the Initial Closing Date (the " Non-Hire Restrictive Period" ), such Warrantor shall not (and shall cause its Affiliates, but for the avoidance of doubt shall not include any third party purchaser of all or substantially all of the assets of TDC or the business of TDC, which purchaser shall be entitled to carry on any matter set forth in this Section 9.01 ), not to, directly or indirectly do any of the following:

(i) engage in any aspect of the Business, or invest in, advise with regard to, own, manage, operate or control any Person engaged in any aspect of the Business, anywhere within Europe and/or UAE; provided, however, that the restrictions set forth in this Section 9.01(a)(i) will not apply (i) to any investment in or the beneficial ownership of less than ten percent (10%) of any class of equity securities of such Person registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended and/or other securities laws applicable to such Person, (ii) to any investment in or beneficial ownership of any fixed-income securities of such Person, (iii) to any investment in or beneficial ownership of any securities of such Person solely with respect to any hedging, monetization, swap or derivative transactions or (iv) to any passive investment in or beneficial ownership of any equity interest of any Person who comes within the categories set forth in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended or any Qualified Institutional Buyer (as such term is defined in Rule 144A of the Securities Act of 1933, as amended) that owns, invests in or controls such Person, with regard to (ii) or (iv) for investments for pension or retirement plans; or

(ii) solicit or attempt to hire for employment any employee of either Company having corporate title of, or having responsibilities similar to, vice president or above with such Company following the Initial Closing; provided, however, that the term "solicit for employment" in this Section 9.01(a)(ii) shall not be deemed to include general solicitations of employment not specifically directed toward employees of Buyer (or any Affiliate thereof) or any discussions, offers or agreements regarding employment with any such employee having initiated contact with any Warrantor (or any Affiliate thereof) in response to such general solicitations of employment.

(b) For purposes of this Section 9.01 , " Business" means the design, manufacture, storage, marketing, supply or servicing of original and replacement by the Companies of (i) pleated filter bags used in commercial and industrial air filtration bag-house applications; (ii) air filter cartridges used in commercial or industrial dust collection equipment; and/or (iii) air filters for gas turbine air inlet applications (it being understood that "Business" shall not consists of any matter set forth in the lead-in clause of this paragraph as applies to non-pleated filter bags or the support cages therefor).

9.02 Confidentiality . The Warrantors further undertake that it shall not and shall procure that their Affiliates do not, for a period ending two (2) years after the Closing Date disclose to any third party or use any confidential information in relation to the Companies except:

(i) to the extent contemplated or permitted under this Agreement and each other Transaction Document;

(ii) to the extent that the information has entered the public domain otherwise than by reason of the unauthorised act or default of any Warrantor;

(iii) to the extent that the information has been developed internally within any Warrantor or any of its Affiliates (otherwise than by the Companies);

(iv) in so far as maybe required by law or by any regulatory authority, including without limitation, any securities exchange;

(v) in so far as maybe required in order to facilitate the acquisition of any consent pursuant to the terms of this Agreement and each other Transaction Documents; and

(vi) in so far as may be required in order to enforce by any Warrantor of this Agreement or any other Transaction Document.

ARTICLE X

MISCELLANEOUS

10.01 Knowledge Defined . With respect to the representations and warranties of the Warrantors set forth herein which are made subject to the qualification "to the Knowledge of the Warrantors," or other qualification of similar import, the Warrantors shall be deemed to have Knowledge of any matter, fact, or thing that is, as of the date hereof or the Closing Date, actually known to (at least one of) Andre Grundahl, Jim Hoffman, Brad Mautner and Karl Schmidt.

10.02 Amendment and Waiver . Any provision of this Agreement or the schedules or exhibits hereto may be amended or waived only in writing signed by Buyer and the Warrantors. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default.

10.03 Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or received by certified mail, return receipt requested, or sent by reputable overnight courier service (charges prepaid) to the recipient at the address indicated below and to any subsequent holder of Companies’ Shares at such address as indicated by the Company's records or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder (i) when delivered personally to the recipient, (ii) three (3) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile if so acknowledged to have been received before 5:00 p.m. on a business day at the location of receipt and otherwise on the next following business day, provided that such notice, demand or other communication is also deposited within forty-eight (48) hours thereafter with a reputable overnight courier service (charges prepaid) for delivery to the same Person, or (iv) five (5) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.