Acuity Specialty Products Group Inc.

2) WAIVER OF RIGHTS(a)The Government and Defendant ASP agree that if the Court does not accept thePlea Agreement or the recommended sentence in Paragraph 5 below, the Plea Agreement shallbe rendered null and void. If the Court rejects the Plea Agreement or the recommended sentencefollowing a plea of guilty by Defendant ASP, Defendant ASP will be free to withdraw its plea ofguilty. Defendant ASP understands 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 ASP withdrawsits plea of guilty, the Plea Agreement, the guilty plea, and any statement made by DefendantASP in the course of proceedings under Fed. R. Crim. P. 11 or in the course of plea discussionswith the Government shall not be admissible against Defendant ASP in any subsequentproceedings.(c)Defendant ASP understands that by pleading guilty, it is giving up the right toplead not guilty and the right to be tried by a jury. At a trial, the defendant has a right to berepresented by an attorney. During the trial, the defendant would be presumed innocent and theGovernment would have the burden of proving it guilty of every essential element of the crimecharged beyond a reasonable doubt. The defendant would have the right to confront and crossexaminethe witnesses against it.If the defendant wished, it could present evidence in itsdefense, and it could 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 defendant were foundguilty after a trial, it would have the right to appeal the conviction. Defendant ASP understandsthat by pleading guilty, it is giving up all of these rights, and there will not be a trial of any kind.Defendant ASP also understands that it ordinarily would have the right to appeal its sentence2