NCG050418_Name-Owner Change Supporting Info (2)_20230918

EXECUTION VERSION
EQUITY PURCHASE AGREEMENT
BY AND AMONG
THE GROUP COMPANIES
(as defined herein),
SELLERS
(as defined herein),
LYDALL,INC.
(as Seller Representative)
AND
L INTERNATIONAL HOLDINGS,LLC
March 31, 2023

EQUITY PURCHASE AGREEMENT
This EQUITY PURCHASE AGREEMENT (this "Agreement"), dated as of March 31,
2023, is made by and among(a)(i)Lydall Thermal/Acoustical,Inc., a Delaware corporation("TAS"),
an., toge •er wi i TAS, i e "Group Companies" , • i Ly.. I,
Inc., a Delaware corporation ("Ly s C1 f" , u
"Se ers" , c Lyon ,Inc.,a De aware corporation,m its capacity as e representative
of Sellers ("Seller Representative"), and (d) L International Holdings, LLC, a Delaware limited liability
company("Buyer"). The Group Companies, Sellers, Seller Representative and Buyer shall be referred to
herein from time to time collectively as the"Parties".
RECITALS
WHEREAS, (i) Lydall owns one hundred percent (100%) of the issued and outstanding
equity interests of TAS(the"TAS Equity Interests"),
an tope er
wi e TAS Equity Interests, ,the
"Equity Interests");

WHEREAS,upon the terms and subject to the conditions hereof,Buyer desires to purchase
from Sellers, and Sellers desire to sell to Buyer,all of the Equity Interests.
AGREEMENT
NOW,THEREFORE,in consideration of the premises and the mutual promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the Parties hereby intending to be legally bound agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
1

DocuSign Envelope ID:DEC5FC80-EE67-411D-BD40-1A24CB4E2169
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly
executed on its behalf as of the day and year first written above.
GROUP COMPANIES:
LYDALL THERMAUACOUSTICAL,INC.
DocuSi ned b :
By:
Name:
Title:
DocuSi ned b :
By:
Name:
Title:
■
DocuSicped by.
By.
Name:
Title:
DocuSi ned b :
By:
Name:
Title:
Signature Page to Equity Purchase Agreement

DocuSign Envelope ID:DEC5FC80-EE67-411D-BD40-1A24CB4E2169
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly
executed on its behalf as of the day and year first written above.
SELLERS:
LYDALL,INC.
DocuSigned by:
By:
Name:
Title:
DocuSl ned b :
r
By:
Name:
Title:
DocuSi ed b :
r
By.
Name:
Title:
Signature Page to Equity Purchase Agreement

DocuSign Envelope ID:DEC5FC80-EE67-411D-BD40-1A24CB4E2169
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly
executed on its behalf as of the day and year first written above.
SELLER REPRESENTATIVE:
LYDALL.INC.
DocuSlgned by:
By: 4 /1
Name:
Title:
Signature Page to Equity Purchase Agreement

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly
executed on its behalf as of the day and year first written above.
BUYER:
L INTERNATIONAL HOLDINGS,LLC
By: `M.-
Name:
Title:
Signature Page to Equity Purchase Agreement