Item 7.3 List of Exhibits to the Purchase and Sale of Assets Agreement PURCHASE AND SALE OF ASSETS AGREEMENT BY AND AMONG ROGERS CORPORATION ("Purchaser") AND DOW CORNING LIQUID SYSTEM TECHNOLOGIES, INC. ("Seller") AND DOW CORNING CORPORATION ("DCC") DATED AS OF NOVEMBER 4, 1996 (the "Agreement") EXHIBITS LISTING Exhibit Number Exhibit Content Section of the Agreement Exhibit 2.1.3A Form of Intellectual Property Section 2. Purchase and Assignment Agreement among Sale of Assets. (p. 7) Purchaser, DCC and Seller Exhibit 2.1.3B Form of Patent Cross-License Section 2. Purchase and Agreement Sale of Assets. (p. 7) Exhibit 2.4 "Purchaser Note" - Form of Section 2.4. Payment $1,500,000 Promissory Note to of Purchase Price. be executed by Purchaser and (p. 9) delivered to Seller at Closing Exhibit 2.5 Form of Assignment, Assumption Section 2.5. Assignment and Modification Agreement of Real Estate Lease. (p. 9) Exhibit 2.9 Form of Material Supply Section 2.9. Material Agreement to be entered into by Supply Agreement. DCC and Purchaser (p. 10) Exhibit 2.10 Form of Non-Competition and Section 2.10. Non- Confidentiality Agreement to be Competition and entered into among Seller, DCC Confidentiality Agreement. and Purchaser (p. 10) Exhibit 2.11 Form of Cooperative Advertising Section 2.11. Agreement between DCC and Cooperative Advertising Purchaser Agreement. (p. 10) Exhibit 2.12 Form of Joint Development Section 2.12. Joint Agreement between DCC and Development Agreement Purchaser (p. 10) Exhibit 3.3.4 Motion to Approve Section 3.3.4. Bankruptcy Court Approval. (p. 12) Exhibit 4.7 If material to the operation of Section 4.7. Licenses, the Business, copies of all Permits and Compliance licenses, certificates, permits, with Law. (p. 21) franchises, rights, and other approvals and authorizations from all appropriate federal, state, local or other public authorities legally required for the use of the Assets and the operation of the Business Exhibit 4.8.3A Copies of all unexpired Section 4.8. Labor non-competition agreements of and Employment Seller and any such agreements Matters. (p. 21) of DCC that pertain to the Business Exhibit 4.8.3B Copies of restrictive Section 4.8. Labor covenants of Seller and any and Employment such agreements of DCC that Matters. (p. 21) pertain to the Business Exhibit 4.8.3C Copies of confidentiality Section 4.8. Labor agreements and any such and Employment agreements of DCC that pertain Matters. (p. 21) to the Business Exhibit 4.8.3D Copies of all compensation Section 4.8. Labor plans and Employment Matters. (p. 21) Exhibit 4.8.3E Copies of all employee Section 4.8. Labor handbooks and statements of and Employment employee benefits or policies Matters. (p. 22) of Seller in effect at any time during the 1 yr. period preceding the date of the Agreement Exhibit 4.8.4 Copies of Seller's files and Section 4.8. Labor records relating to employee and Employment health and safety matters for Matters. (p. 22) the 3 year period prior to Closing, including OSHA 200 logs, federal and state occupational health and safety and inspection results, and workman's compensation claim and loss information Exhibit 4.16.1 All contracts and agreements Section 4.16. Material (including all amendments, Contracts. (p. 26) supplements and modifications) of Seller, DCC and any Affiliates with manufacturer's representatives, distributors and other persons or entities engaged in the sale or distribution of product manufactured by Seller Exhibit 4.16.2 True, accurate and complete Section 4.16. Material copies of all purchase orders Contracts. (p. 27) and other agreements (including all amendments, supplements and modifications) for the purchase of goods or services, pursuant to which Seller is obligated to third parties Exhibit 4.16.3 True, accurate and complete Section 4.16. Material copies of all sales orders and Contracts. (p. 27) other agreements (including all amendments, supplements and modifications), including blanket orders, letters of intent, open customer orders and the like, for the sale of goods or services, such Schedule to include all product or service warranties that have not expired Exhibit 4.16.4 True, accurate and complete Section 4.16. Material copies of all leases and Contracts. (p. 27) agreements of Seller (including all amendments, supplements and modifications) granting to Seller possession of or rights to real or personal property Exhibit 4.16.5 True, accurate and complete Section 4.16. Material copies of all other material Contracts. (p. 27) written agreements of Seller (including all amendments, supplements and modifications) listed in Schedule 4.16.5