Acuity Specialty Products Group Inc.

Agreement or the recommended sentence following a plea of guilty by DefendantASP, Defendant ASP will be free to withdraw its plea of guilty. Defendant ASPunderstands that if the Court accepts the Plea Agreement and imposes therecommended sentence, it will not be able to withdraw its plea of guilty.(b)If this Plea Agreement is rendered null and void or if Defendant ASPwithdraws its plea of guilty, the Plea Agreement, the guilty plea, and any statementmade by Defendant ASP in the course of proceedings under Fed. R. Crim. P. 11 orin the course of plea discussions with the Government shall not be admissibleagainst Defendant ASP in any subsequent proceedings.(c)Defendant ASP understands that by pleading guilty, it is giving up theright to plead not guilty and the right to be tried by a jury. At a trial, the defendanthas a right to be represented by an attorney. During the trial, the defendant wouldbe presumed innocent and the Government would have the burden of proving itguilty of every essential element of the crime charged beyond a reasonable doubt.The defendant would have the right to confront and cross-examine the witnessesagainst it. If the defendant wished, it could present evidence in its defense, and itcould subpoena witnesses to testify on its behalf. If, however, the defendant didnot wish to present evidence, that fact could not be used against it. If the defendantwere found guilty after a trial, it would have the right to appeal the conviction.Defendant ASP understands that by pleading guilty, it is giving up all of theserights, and there will not be a trial of any kind. Defendant ASP also understandsthat it ordinarily would have the right to appeal its sentence and, under somecircumstances, to attack the sentence in post-conviction proceedings. By enteringthis Plea Agreement, defendant ASP may be waiving some or all of those rights toappeal or collaterally attack its sentence, as specified below. Finally, DefendantASP understands that, to plead guilty, it may have to, through its duly authorizedagent, answer questions posed by the Court concerning the rights that it is giving2