Assumption of Debts Agreement

THIS AGREEMENT made as of between , of (the “Buyer”) and , of

(the “Seller”).

WHEREAS pursuant to a purchase agreement made as of , (the “Purchase Agreement”)

between the Seller and the Buyer, the Seller agreed to sell and the Buyer agreed to purchase
certain assets of the Seller;

AND WHEREAS the obligations of the Seller under the Purchase Agreement are subject to the
satisfaction of certain conditions as therein set out, including the entering into of this Agreement
by the Buyer;

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each of the parties hereto, it is hereby agreed as follows:

1. The Buyer covenants and agrees to assume, pay, perform and discharge, when due, and
indemnify the Seller from and against the following liabilities as of the date hereof:

(a) all of the Seller’s obligations and liabilities under any incomplete or unfilled (a)
contracts, commitments and orders issued by it for the purchase of supplies,
materials, inventory, raw materials and finished goods; and (b) purchase orders,
quotations, bids and purchase contracts with customers of the Seller;

(b) the obligations of the Seller with respect to product or service warranties,
including responsibilities for all liabilities and obligations arising for repairs,
replacements, returns or allowances and related services for all products sold by
the Seller;

(c) all accounts payable of the Seller.

2. This Agreement shall enure to the benefit of and shall be binding upon the parties hereto
and their respective successors and assigns.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the date
first written above.

Witness

Witness