Acuity Specialty Products Group Inc.

7) WAIVER OF APPEALIf the Court accepts this Plea Agreement and imposes the recommended sentence inParagraph 5 above, Defendant ASP knowingly, voluntarily, and expressly waives any right itmay have to appeal its conviction and the sentence imposed upon it and the manner in which thesentence is determined on any ground, including, without limitation, to the grounds set forth inTitle 18, United States Code, Section 3742. Defendant ASP further understands and agrees thatthe word "sentence" appearing throughout this waiver provision is being used broadly andapplies to all aspects of the Court's sentencing authority, including, without limitation, (1)Sentencing Guidelines rulings and detenninations; (2) the imposition of fines, probation, and anyspecific terms and conditions thereof and (3) any orders of restitution. If the Court accepts thisPlea Agreement and imposes the recommended sentence in Paragraph 5 above, Defendant ASPalso knowingly, voluntarily, and expressly waives its right to challenge its conviction andsentence and the manner in which the sentence is detennined, in any collateral review motion,writ, or other procedure, including, without limitation, a motion brought under Title 28, UnitedStates Code, Section 2255.8) CORPORATE AUTHORIZATIONThis Plea Agreement has been submitted to the Board of Directors of Defendant ASP,which has manifested its intention and agreement by corporate resolution, properly executed, toplead the corporation guilty in accord with this agreement and directed its President, WilliamHoll, and its counsel, Paul B. Murphy, Esq., to enter the Plea Agreement for defendant. A copyof this corporate resolution shall be attached hereto as Attachment C and made part of the recordof this case at the time of the entry of the plea of guilty. Defendant ASP affirmatively states that6