ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

by and among

LAM RESEARCH CORPORATION,

BULLEN ULTRASONICS, INC.,

EATON 122 LTD.,

BULLEN SEMICONDUCTOR (SUZHOU) CO., LTD.,

MARY A. BULLEN,

and

VICKI A. BROWN

Dated: October 5, 2006

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

SCHEDULES TO THIS AGREEMENT ARE OMITTED FROM THIS FILING. LAM RESEARCH CORPORATION UNDERTAKES TO PROVIDE COPIES OF THE OMITTED SCHEDULES TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST OF THE COMMISSION.

EXECUTION VERSION

Table of Contents

EXECUTION VERSION

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

EXECUTION VERSION

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “Agreement”) is dated October 5, 2006, by and among Lam Research Corporation, a Delaware corporation (“LRC”), and/or one or more of its designated affiliates , (collectively, “Buyer”); Bullen Ultrasonics, Inc. (a/k/a Bullen Ultra-Sonics, Inc.), an Ohio corporation (“Company”), Eaton 122 Ltd., an Ohio limited liability company (“E122”), Bullen Semiconductor (Suzhou) Co., Ltd., a wholly foreign owned enterprise established in Suzhou New District, Suzhou, Jiangsu, PRC (“Suzhou”) (the Company, E122 and Suzhou are sometimes referred to as “Seller”, individually or “Sellers” collectively), Mary A. Bullen, a resident of Camden, Ohio (“MB”) and Vicki A. Brown, a resident of Eaton, Ohio (“VB”) (MB and VB are referred to herein as “Shareholders”, collectively) (Company, E122, Suzhou and the Shareholders are referred to herein as “Seller Parties”, collectively and “Seller Party”, individually).

RECITALS

     Shareholders own, in the aggregate, sixty-nine (69) shares of the common voting stock of Company, which constitute ninety-two percent (92%) of the issued and outstanding voting shares of capital stock of Company. MB and VB own, in the aggregate, one hundred percent (100%) of the issued and outstanding membership units entitled to vote of E122.

     Company owns 100% of the ownership interests of Suzhou.

     Sellers desire to sell, and Buyer desires to purchase, the Assets (as defined herein) of Sellers for the consideration and on the terms set forth in this Agreement.

     MB and VB acknowledge and agree, as majority shareholders and members, respectively, of Company and E122, that this Agreement and the transactions related hereto are of benefit to them, constitute adequate consideration for their respective agreements herein and as contemplated hereby and that Buyer would not have entered into this Agreement without their personal agreements herein and as contemplated hereby.

     In connection with the execution of this Agreement, Company and Buyer have also entered into that certain agreement relating to certain growers purchased or paid for by Buyer and installed at Company premises, in the form attached hereto as Exhibit A, (the “Keeper Agreement”).

     The parties, intending to be legally bound, agree as follows:

1. Definitions and Usage

     1.1 DEFINITIONS

For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

“Accounts Receivable”—(a) all trade accounts receivable and other rights to payment from customers of the Business and the benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products

EXECUTION VERSION

sold or services rendered to customers of the Business prior to Closing and (b) all notes receivable of the Business and the benefit of all security for such notes.

“Acquired Contracts”—as defined in Section 2.1(e).

“Adjustment Amount”—as defined in Section 2.8.

“Appurtenances”—all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Land (as defined herein), including without limitation, all easements appurtenant to and for the benefit of any Land (a “Dominant Parcel”) for, and as a means of access between, the Dominant Parcel and a public way, or for any other use or benefit upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

“Assets”—as defined in Section 2.1.

“Assignment and Assumption Agreement”—the Company Assignment and Assumption Agreement and the Suzhou Assignment and Assumption Agreement.

“Assumed Liabilities”—as defined in Section 2.4(a).

“Best Efforts”—the efforts that a reasonably prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as reasonably possible.

“Bill of Sale”—the Company Bill of Sale and the Suzhou Bill of Sale.

“Breach”—any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, including any agreement or Exhibit attached hereto, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

“Bulk Sales Laws”—as defined in Section 5.9.

“Business” — the silicon growing and silicon fabrication related businesses of the Company and Suzhou, including but not limited to ultrasonic machining, CNC machining, prototype development, lapping, polishing and crystal growing.

“Business Day”—any day other than (a) Saturday or Sunday or (b) any other day on which banks in Ohio are permitted or required to be closed.

“Buyer”—as defined in the first paragraph of this Agreement.

“Buyer Indemnified Persons”—as defined in Section 11.2.

“Buyer’s Report”—as defined in Section 2.9.

“Carve-Out Financial Statements” — the consolidated balance sheet of the Company and Suzhou at July 31, 2006 and the consolidated income statement of the Company and Suzhou for the seven (7)

EXECUTION VERSION

month period ended July 31, 2006, prepared in each case in accordance with GAAP (as defined herein), consistently applied, except for the variances from GAAP set forth on Exhibit B (the “GAAP Exceptions”), which statements separately show (1) the full Company and Suzhou assets and liabilities and the full Company and Suzhou results of operation through July 31, 2006, (2) the adjustments to the full Company and Suzhou assets, liabilities and results of operation, (3) the resulting assets, liabilities and results of operations, respectively, of the Business, (4) the E122 assets relating to the Franklin Street Property and (5) the procedures employed to prepare such financial statements, the accompanying statement of Grant Thornton, which Carve-Out Financial Statements and procedures are Exhibit C attached hereto.

“Closing”—as defined in Section 2.6.

“Closing Asset Value”—the value of the assets of Suzhou and the value of the assets of the Company and E122 related to the Franklin Street Property, determined consistently with the Estimated Closing Asset Value and in accordance with GAAP except for the GAAP Exceptions, which includes only Confirmed [***] Inventories as provided in Section 2.8(d), and which excludes (i) the reimbursed costs up to $648,000 to Sellers, (ii) amounts reimbursed relating to the Construction Agreement, respectively pursuant to Sections 2.3(c) and 2.4(a)(iv); (iii) any property or equipment purchased or paid for by Buyer (including the property subject to the Keeper Agreement), (iv) the prepaid item in the amount of $2,973,681, with respect to [***], and (v) the Real Property, and will be prepared in all respects consistently with the balance sheet included in the Carve-Out Financial Statements and the procedures related thereto.

“Closing Date”—the date on which the Closing actually takes place.

“Closing Balance Sheet”—the consolidated balance sheet of the Company and Suzhou at the Closing Date, which balance sheet shall be prepared in accordance with GAAP, consistently applied, and consistent with the carve-out balance sheet included in the Carve-Out Financial Statements, including the procedures related thereto.

“COBRA”—as defined in Section 3.16(f).

“Code”—the Internal Revenue Code of 1986, as amended.

“Company”—as defined in the first paragraph of this Agreement.

“Company Assignment and Assumption Agreement”—as defined in Section 2.7(a)(ii).

“Company Bill of Sale”—as defined in Section 2.7(a)(i).

“Company Contract”—any Contract (a) under which any of Company, Suzhou or E122 has or may acquire any rights or benefits; (b) under which any of Company, Suzhou or E122 has or may become subject to any obligation or liability or (c) by which any of Company, Suzhou, E122 or any of the assets owned or used by any of Company, Suzhou or E122, their respective Facilities (including the Franklin Street Property of E122) or operations is or may become bound.

“Confidential Information”—as defined in Section 12.1.

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

“Consent”—any approval, consent, ratification, waiver or other authorization.

“Contemplated Transactions”—all of the transactions contemplated by this Agreement.

“Contract”—any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding, including any agreement or Exhibit attached hereto.

“Copyrights”—as defined in Section 3.25(a)(iii).

“Damages”—as defined in Section 11.2.

“DISC” —as defined in Section 3.31.

“Disclosure Schedule”—the disclosure schedule delivered by Seller Parties to Buyer concurrently with the execution and delivery of this Agreement.

“E122”—as defined in the first paragraph of this Agreement.

“Effective Time”— 11:59 p.m. (local time at Facility) on the Closing Date.

“Employee Plans”—as defined in Section 3.16(a).

“Employment Agreement”—as defined in Section 2.7(a)(vii).

“Encumbrance”—any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise or claim of any other attribute of ownership or interest.

“Environment”—soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwater, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

“Environmental, Health and Safety Liabilities”—any cost, damage, expense, liability, claim, obligation or other responsibility arising from or under any Environmental Law or Occupational Safety and Health Law, including those consisting of or relating to:

     (a) any environmental, health or safety matter or condition (including on-site or off-site contamination, occupational safety and health and regulation of any substance or product);

     (b) any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damage, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law;

     (c) financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or

EXECUTION VERSION

other remediation or response actions (“Cleanup”) required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required, requested or undertaken by any Governmental Body or any other Person) and for any natural resource damages; or

     (d) any other compliance, corrective or remedial measure required under any Environmental Law or Occupational Safety and Health Law.

     The terms “removal,” “remedial” and “response action” include, but are not limited to, the types of activities covered by the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA).

“Environmental Law”—any Legal Requirement that requires or relates to:

     (a) advising appropriate authorities, employees or the public of intended or actual Releases or Threatened Releases of pollutants or hazardous substances or materials, violations of discharge limits or other prohibitions and the commencement of activities, such as resource extraction or construction, that could have significant impact on the Environment;

     (b) preventing or reducing to acceptable levels the Release or Threat of Release of pollutants or hazardous substances or materials into the Environment;

     (c) reducing the quantities, preventing the Release or Threat of Release or minimizing the hazardous characteristics of wastes that are generated;

     (d) assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

     (e) protecting natural, cultural or environmental resources, species or ecological amenities;

     (f) reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil or other potentially harmful substances;

     (g) cleaning up pollutants that have been Released, preventing the Threat of Release or paying the costs of such clean up or prevention;

     (h) making responsible parties pay or satisfy private parties, or groups of them, for damages done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets; or

     (i) obtaining or maintaining any Governmental Authorization for, or complying with any Legal Requirement relating to, operations, equipment, processes, emissions or permits that affect or relate to the Environment from a governmental entity.

“ERISA”—the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agreement”—as defined in Section 2.7(a)(ix).

EXECUTION VERSION

“Estimated Closing Asset Value”—the value of the assets of Suzhou and the value of the assets of Company and E122 related to the Franklin Street Property, as set forth in Exhibit F attached hereto, which value has been determined in accordance with GAAP, except for the GAAP Exceptions, which includes all [***] Inventories, and excludes (i) the reimbursed costs up to $648,000 to Sellers, (ii) the amounts reimbursed relating to the Construction Agreement (as defined herein), respectively, pursuant to Sections 2.3(c) and 2.4(a)(iv), (iii) any property or equipment purchased or paid for by Buyer (including the property subject to the Keeper Agreement), (iv) the prepaid item in the amount of $2,973,681, with respect to [***] and (v) the Real Property, and was prepared in all respects consistently with the balance sheet included in the Carve-Out Financial Statements.

“Exchange Act”—the Securities Exchange Act of 1934, as amended.

“Excluded Assets”—as defined in Section 2.2.

“Facilities”—any real property, leasehold or other interest in real property currently owned or operated by Company, Suzhou or E122, including without limitation, the Tangible Personal Property and Improvements used or operated by Company, Suzhou or E122 at the respective locations of the Real Property specified in Section 3.7, including the Franklin Street Property (as defined herein) of E122, but excepting and excluding the Camden Road Property and the Miller-Williams Road Property (as such terms are defined herein). Notwithstanding the foregoing, for purposes of the definitions of “Hazardous Activity” and “Remedial Action” and Section 3.22, “Facilities” shall mean any real property, leasehold or other interest in real property currently or formerly owned or operated by Company, Suzhou or E122, including without limitation, the Tangible Personal Property and Improvements used or operated by Company, Suzhou or E122 at the respective locations of the Real Property specified in Section 3.7.

“Franklin Street Lease”—the lease dated May 1, 2002 between E122 and Company, as amended March 30, 2006, regarding the Franklin Street Property (as defined herein) and any Real Property Lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement to which Company is a party and any other Company Contract pertaining to the leasing or use of any Tangible Personal Property (as defined herein) related to the Franklin Street Property.

“Franklin Street Property” —the Real Property commonly known as 950 South Franklin Street, Eaton, Ohio and that Real Property commonly known as 1028 South Franklin Street, Eaton, Ohio, all as more specifically described in Exhibit G.

“GAAP”—generally accepted accounting principles for financial reporting in the United States.

“Good Reason”—as defined in Section 2.8(c).

“Governing Documents”—with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation or other charter documents and the bylaws or regulations (in the applicable jurisdiction); (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if a wholly foreign owned enterprise, the articles of association; (f) if another type of Person, any other charter or similar document adopted or filed in connection with the creation,

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

formation, organization or governance of the Person; (g) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (h) any amendment or supplement to any of the foregoing.

“Governmental Authorization”—any Consent, license, registration, approval or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement, including any renewals thereof.

“Governmental Body”—any:

     (a) nation, state, county, province, city, town, borough, village, district or other jurisdiction;

     (b) federal, state, local, municipal, foreign or other government;

     (c) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers);

     (d) multinational organization or body;

     (e) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power;

     (f) state-owned commercial enterprise; or

     (g) official or officer of any of the foregoing.

“Ground Lease”—any long-term lease of land in which most of the rights and benefits comprising ownership of the land and the improvements thereon or to be constructed thereon, if any, are transferred to the tenant for the term thereof.

“Ground Lease Property”—any land, improvements and appurtenances subject to a Ground Lease in favor of any Seller Party and relating to the Assets or Business.

“Guarantees”—as defined in Section 2.7(a)(x).

“Hazardous Activity”—the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment or use (including but not limited to any withdrawal or other use of groundwater) of Hazardous Material in, on, under, about or from any of the Facilities or any part thereof into the Environment and any other act, business, operation or thing that increases the danger, or risk of danger, or poses a risk of harm, to persons or property on or off the Facilities.

“Hazardous Material”—any substance, material or waste which is or will foreseeably be regulated by any Governmental Body, including but not limited to any material, substance or waste which is

8

EXECUTION VERSION

defined as a “hazardous chemical,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous substance,” “restricted hazardous waste,” “contaminant,” “pollutant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, and including petroleum, petroleum products, asbestos, presumed asbestos-containing material or asbestos-containing material, urea formaldehyde and polychlorinated biphenyls.

“HSR Act”—the Hart-Scott-Rodino Antitrust Improvements Act, as amended.

“Improvements”—all buildings, structures, fixtures and improvements located on the Land or included in the Assets, including those under construction and further including all equipment and property purchased or paid for by Buyer.

“Indemnified Person”—as defined in Section 11.7.

“Indemnifying Person”—as defined in Section 11.7.

“Intellectual Property Assets”—as defined in Section 3.25(a).

“Interim Balance Sheet”—as defined in Section 3.4.

“Inventories”—all inventories of Company or Suzhou related to the Business, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Company or Suzhou in the production of finished goods and related to the Business.

“IRS”—the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

“Keeper Agreement”—as defined in the recitals hereto.

“Knowledge”—an individual will be deemed to have Knowledge of a particular fact or other matter if:

     (a) that individual is actually aware of that fact or matter; or

     (b) a prudent individual could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonably comprehensive investigation, within the scope of his/her job duties, including the accuracy of any representation or warranty contained in this Agreement.

     A Seller Party will be deemed to have Knowledge of a particular fact or other matter if any of the following: MB, VB, [***] has, or at any time had, Knowledge of that fact or other matter (as set forth in (a) or (b) above), and any such individual (and any individual party to this Agreement) will be deemed to have conducted a reasonably comprehensive investigation, within the scope of his/her job duties, including the accuracy of the representations and warranties made herein by the Seller Parties.

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

“Land”—all parcels and tracts of land in which Company, Suzhou or E122 has an ownership or leasehold interest, including the Franklin Street Property and the rights pursuant to the construction agreement dated October 4, 2006 by and between the Company and Humble Construction Company, the purchase orders with Humble Construction Company related thereto and the purchase orders of or issued to other contractors and subcontractors related to the expansion of the Franklin Street Property, which agreement and purchase orders are attached hereto as Exhibit H (the “Construction Agreement”), but excepting and excluding the property commonly known as 4613 Camden Road, Eaton, Ohio, which property is described on Exhibit I attached hereto (the “Camden Road Property”) and the property commonly known as 1301 Miller-Williams Road, Eaton, Ohio, which property is described on Exhibit J attached hereto (the “Miller-Williams Road Property”).

“Legal Requirement”—any federal, state, local, municipal, provincial, foreign, national, international, multinational or other constitution, law, ordinance, Order, stipulation, settlement, principle of common law, code, regulation, statute or treaty.

“Liability”—any claim, liability or obligation of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on a financial statement.

“LRC China” — a wholly foreign owned enterprise to be formed under the laws of the Peoples Republic of China and to be owned, directly or indirectly, by LRC or a subsidiary or affiliate of LRC.

“MB”—as defined in the first paragraph of this Agreement.

“Marks”—as defined in Section 3.25(a)(i).

“Material Consents”—as defined in Section 7.3.

“Material Interest”—as defined in the definition of “Related Person”.

“Occupational Safety and Health Law”—any Legal Requirement affecting or relating to working conditions, occupational safety and health, including the Occupational Safety and Health Act, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), affecting or relating to safety and working conditions.

“Order”—any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

“Ordinary Course of Business”—an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action:

     (a) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person, including but not limited to matters involving Inventory and shipments; and

EXECUTION VERSION

     (b) does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature;

“Patents”—as defined in Section 3.25(a)(ii).

“Permitted Encumbrances”—as defined in Section 3.9(c).

“Person”—an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture, enterprise or other entity, whether domestic or foreign, or a Governmental Body.

“Prepaid Assets”— all amounts prepaid, paid in advance or by deposit, for goods or services or otherwise relating to the Assets or Business, whether designated as long term, current or other, including but not limited to (i) the prepaid in the amount of $2,973,681 relating to [***] and (ii) such items relating to the customer orders referred to in Section 2.4(a)(i).

“Proceeding”—any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“Production Certification”—as defined in Section 10.11.

“Production Output Requirements”—as defined in Section 3.10(b).

“Purchase Price”—as defined in Section 2.3.

“Qualifying Termination”—as defined in Section 2.8(c).

“Qualifying Termination Adjustment”—as defined in Section 2.8(c).

“Real Property”—the Land and Improvements and all Appurtenances thereto.

“Real Property Lease”—any Ground Lease or Space Lease.

“Record”—information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Related Person”— With respect to a particular individual:

     (a) each other member of such individual’s Family;

     (b) any Person that is directly or indirectly controlled by any one or more members of such individual’s Family;

     (c) any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

     (d) any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity).

     With respect to a specified Person other than an individual:

     (a) any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

     (b) any Person that holds a Material Interest in such specified Person;

     (c) each Person that serves as a director, officer, partner, manager, executor or trustee of such specified Person (or in a similar capacity);

     (d) any Person in which such specified Person holds a Material Interest; and

     (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

     For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

“Release”—any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into, out of, under or upon any property.

“Remedial Action”—all actions, including any capital or other expenditures, required or voluntarily undertaken (a) to clean up, remove, treat or in any other way address any Hazardous Material or other substance; (b) to prevent the Release or Threat of Release or to minimize the further Release of any Hazardous Material or other substance so it does not migrate or endanger or threaten to endanger public health or welfare or the Environment; (c) to perform pre-remedial studies and investigations or post-remedial monitoring and care; or (d) to bring all Facilities and the operations conducted thereon into compliance with Environmental Laws and environmental Governmental Authorizations.

“Representative”—with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

EXECUTION VERSION

“Retained Business” —the non-silicon business presently conducted at the Camden Road Property and which does not include use of the Assets or any business substantially similar to the Business.

“Retained Liabilities”—as defined in Section 2.4(b).

“SEC”—the United States Securities and Exchange Commission.

“Securities Act”—the Securities Act of 1933, as amended.

“Seller”—as defined in the first paragraph of this Agreement.

“Seller Parties”—as defined in the first paragraph of this Agreement.

“Selling Parties’ Representative”—as defined in Section 13.16.

“Shareholders”—as defined in the first paragraph of this Agreement.

“Software”—all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith wherever located or residing.

“Space Lease”—any lease or rental agreement pertaining to the occupancy of any improved space on any Land.

“Subsidiary”—with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

“Suzhou Assignment and Assumption Agreement”—as defined in Section 2.7(a)(ii).

“Suzhou Bill of Sale”—as defined in Section 2.7(a)(i).

“Tangible Personal Property”—all machinery, equipment, tools, parts, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than Inventories) of every kind owned or leased by Company or Suzhou (wherever located and whether or not carried on Company’s or Suzhou’s books) relating to or used in the Business, which tangible personal property as of June 30, 2006 is listed on Schedule 2.1(b) attached hereto, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof, all service agreements, all guarantees, all rights to return, all credits and other rights with respect thereto and all maintenance records and other documents relating thereto, notwithstanding the foregoing, certain Excluded Assets used by the Company in connection with the Retained Business have been, and may prospectively be, used by the Company in connection with certain silicon related activities permitted by the Noncompetition Agreement, and such use does not

EXECUTION VERSION

cause such Excluded Assets to be Tangible Personal Property or Assets for purposes of this Agreement.

“Tax”—any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract.

“Tax Return”—any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“Third Party”—a Person that is not a party to this Agreement.

“Third-Party Claim”—any claim against any Indemnified Person by a Third Party, whether or not involving a Proceeding.

“Threat of Release”—a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment, or effect compliance with any Legal Requirements, that may result from, or relate to, such Release.

“VB”—as defined in the first paragraph of this Agreement.

“WARN Act”—as defined in Section 3.23(d).

     1.2 USAGE

          (a) Interpretation. In this Agreement, unless a clear contrary intention appears:

               (i) the singular number includes the plural number and vice versa;

               (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

               (iii) reference to any gender includes each other gender;

               (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

EXECUTION VERSION

               (v) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

               (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

               (vii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

               (viii) “or” is used in the inclusive sense of “and/or”;

               (ix) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

               (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

          (b) Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

          (c) Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any drafting party shall not apply to any construction or interpretation hereof.

          (d) References to “material,” “materially” and “materiality” in Section 3 of this Agreement shall refer to, or be construed in reference to, the Business, assets or operations of Sellers.

2. Sale and Transfer of Assets; Closing

     2.1 ASSETS TO BE SOLD

     Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Sellers shall sell, convey, assign, transfer and deliver to Buyer (with respect to the Assets of Suzhou, to LRC China and with respect to the Assets of Company and E122, to LRC), and Buyer (with respect to the Assets of Suzhou, LRC China and with respect to the Assets of Company and E122, LRC) shall purchase and acquire from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all right, title and interest in and to all of Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, related to or used in the Business, including the following:

EXECUTION VERSION

          (a) all Real Property described in Schedules 3.7 and all leasehold interest of Sellers in any Real Property described in Schedule 3.8;

          (b) all Tangible Personal Property, including those items described in Schedule 2.1(b) as of June 30, 2006;

          (c) all Inventories, which Inventories as of July 31, 2006 are listed on Schedule 2.1(c);

          (d) all Prepaid Assets, which Prepaid Assets as of July 31, 2006 are listed on Schedule 2.1(d);

          (e) except to the extent subject to Section 2.10 hereof, all Company Contracts listed on Schedule 2.1(e), and all outstanding offers, solicitations and rights with respect to any such Contract and listed on a Schedule to the Assignment and Assumption Agreement (the “Acquired Contracts”);

          (f) all Governmental Authorizations and all pending applications therefor or renewals thereof, including those listed on Schedule 3.17(b), but excluding those listed on Schedule 3.17(c);

          (g) all data and Records related to the operations of Company, Suzhou and the Business, including client and customer lists and Records, sales and marketing data, referral sources, research and development reports and Records, production reports and Records, Records required under Environmental Laws, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g);

          (h) except for the names “Bullen” (subject to Buyer’s right to use the name “Bullen” set forth in Section 5.13), “Bullen Ultra-sonics”, “Bullen Ultrasonics” and the rights listed on Schedule 3.25(i) (the “Excluded IP”), all of the intangible rights and property of either Company or Suzhou, including but not limited to Intellectual Property Assets, going concern value, goodwill, telephone and telecopy numbers listed on Schedule 3.25(a), to the extent permitted by the appropriate telecommunications provider, and those items listed in Schedules 3.25(d), (e), (f) and (h), other than the Excluded IP;

          (i) all insurance benefits, including rights and proceeds, arising from or relating to the Assets, Business or the Assumed Liabilities, unless expended in accordance with this Agreement; and

          (j) all claims against Third Parties relating to the Assets or Business, whether choate or inchoate, known or unknown, contingent or noncontingent, including but not all such claims listed in Schedule 2.1(j)

          (k) all claims, rights and interests of any of Seller Parties relating to the Assets or Business, whether choate or inchoate, known or unknown, contingent or noncontingent, including but not limited to all such claims, rights and interests listed in Schedule 2.1(k).

EXECUTION VERSION

          (l) [Intentionally left blank.]

     All of the property, claims, benefits, rights and assets described above and to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.”

     Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

     2.2 EXCLUDED ASSETS

     The following assets of Sellers (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Sellers after the Closing:

          (a) the names “Bullen” (subject to Buyer’s right to use the name “Bullen” set forth in Section 5.13), “Bullen Ultra-Sonics” and “Bullen Ultrasonics”;

          (b) all Accounts Receivable;

          (c) all cash and cash equivalents;

          (d) all minute books, stock Records and corporate seals of Sellers;

          (e) the shares of capital stock of Company;

          (f) all of the Company Contracts listed in Schedule 2.2(f) (the “Retained Contracts”);

          (g) all personnel Records and other Records that Sellers are required by law to retain in their possession;

          (h) all claims for refund of Taxes applicable to periods of time prior to the Closing Date related to the Business;

          (i) all rights and obligations in connection with the Employee Plans;

          (j) all rights of Seller Parties under this Agreement, the Bill of Sale, the Assignment and Assumption Agreement and the Escrow Agreement;

          (k) the Excluded IP, which is listed on Schedule 3.25(i);

          (l) the shares of capital stock of Suzhou;

          (m) the property and assets expressly listed on Schedule 2.2(m);

          (n) the email addresses and listings of the Company and Suzhou; and.

EXECUTION VERSION

          (o) the rights to pursue claims against and recoveries, payment and judgments against [***] with respect to the Non-Confirmed [***] Inventories.

     2.3 CONSIDERATION

     The consideration for the Assets (the “Purchase Price”) is (a) One hundred and seventy five million dollars ($175,000,000) (i) plus or minus the Adjustment Amount, (ii) less the Vacation and Personal Time Liability (as defined herein), (b) plus the costs incurred in connection with the expansion of the Franklin Street Property after January 1, 2006 and prior to June 22, 2006, not to exceed $648,000, (c) plus the reimbursement of construction costs in accordance with the Construction Agreement incurred between June 22, 2006 and the Closing Date and (d) the assumption of the Assumed Liabilities. In accordance with Section 2.7(b), at the Closing, the Closing Payments (as defined in Section 2.7 (b)) and, prior to adjustment on account of the Adjustment Amount and the Vacation and Personal Time Liability, shall be delivered by Buyer to Seller Parties and the escrow agent. The Purchase Price is subject to the adjustments provided in Section 2.8.

2.4 LIABILITIES

          (a) Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer (with respect to Liabilities of Suzhou, LRC China and with respect to the Liabilities of Company and E122, LRC) shall assume and agree to discharge only the following Liabilities of Sellers (the “Assumed Liabilities”):

               (i) [intentionally left blank]

               (ii) any Liability arising after the Effective Time under the Acquired Contracts (other than any Liability arising under the Acquired Contracts or arising out of or relating to a Breach that occurred prior to the Effective Time);

               (iii) the Franklin Street costs incurred in connection with the expansion of the Franklin Street Property not to exceed $648,000, as set forth in Section 2.3;

               (iv) the obligation to reimburse Sellers for construction costs incurred in accordance with the Construction Agreement and incurred between June 22, 2006 and the Closing Date, as set forth in Section 2.3; and

               (v) the liability for accrued vacation and personal days of the employees of the Business, who accept Buyer’s offer of employment, which accrued liability is estimated to be $480,764.35, in the aggregate, as of September 30, 2006, as set forth on Schedule 2.4(a)(v).

          (b) Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellers. “Retained Liabilities” shall mean every Liability other than the Assumed Liabilities, including:

               (i) any accounts payable of any Seller, including any Liability for any credit, return or allowance;

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

               (ii) any accrued expenses of any Seller;

               (iii) any bank or other debt (not specifically included in the Assumed Liabilities);

               (iv) any Liability arising out of or relating to products of either Company or Suzhou to the extent manufactured or sold prior to the Effective Time, including but not limited to any claim or Liability arising out of or related to non-conformance, defect, breach of warranty or the infringement of any right of any Third Party, Shareholder or any Related Person;

               (v) any Liability under any Acquired Contract assumed by Buyer pursuant to Section 2.4(a)(ii) that arises out of or relates to any Breach that occurred prior to the Effective Time;

               (vi) any Liability for Taxes, including (A) any Taxes arising as a result of any Seller’s operation of its business or Seller Parties’ ownership of the Assets prior to the Effective Time, (B) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement and (C) any deferred Taxes of any nature;

               (vii) any Liability under any Contract not assumed by Buyer under Section 2.4(a), including any Liability arising out of or relating to either Company’s or Suzhou’s credit or loan facilities or agreements or any security interest related thereto;

               (viii) any Environmental, Health and Safety Liabilities arising out of or relating to the operation, respectively, of any Seller’s business or any Seller’s respective leasing, ownership or operation of real property;

               (ix) any Liability under the Employee Plans or relating to pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for either Sellers’ employees or former employees or both;

               (x) any Liability relating to payroll, commissions, bonuses, sick leave or other leave, severance, workers’ compensation, unemployment compensation or any other Liability to employees of any Seller (in any case whether accrued, banked or otherwise), including any liability under the WARN Act;

               (xi) any Liability under any employment, severance, retention or termination agreement with any employee of any Seller or any of their respective Related Persons;

               (xii) any Liability arising out of or relating to any employee grievance, discrimination or other claim arising out of or related to any time prior to the Effective Time whether or not the affected employees are hired by Buyer;

               (xiii) any Liability to any shareholder, member or Related Person of any Seller Party existing as of the Effective Time, excluding Buyer’s obligations expressly provided herein to the above mentioned Persons arising under this Agreement and the Contemplated Transactions;

EXECUTION VERSION

               (xiv) any Liability to indemnify, reimburse or advance amounts to any officer, director, manager, employee or agent of any Seller existing as of the Effective Time, excluding Buyer’s obligations expressly provided herein to the above mentioned Persons under this Agreement and the Contemplated Transactions;

               (xv) any Liability to distribute to any shareholders or members or otherwise apply all or any part of the consideration received hereunder (except for the consideration paid to the Shareholders at Closing for their Noncompetition Agreements and related agreements pursuant to Section 2.7(a)(viii));

               (xvi) any Liability arising out of any Proceeding pending as of the Effective Time;

               (xvii) any Liability arising out of any Proceeding commenced after the Effective Time and arising out of or relating to any occurrence or event happening prior to the Effective Time;

               (xviii) any Liability arising out of or resulting from any Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body;

               (xix) any Liability of any Seller Party under this Agreement or any other document executed in connection with the Contemplated Transactions; and

               (xx) any Liability of any Seller Party based upon any Seller Party’s acts or omissions occurring after the Effective Time.

     2.5 ALLOCATION

     Buyer shall prepare and furnish to Sellers an allocation of the Purchase Price among the Assets, to Seller Parties within forty-five (45) days after Closing, which allocation shall be subject to Sellers’ reasonable approval. Such allocation shall be in accordance with §1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign law) and shall be binding on the Company and Seller Parties. The parties agree that the Purchase Price shall be allocated in amounts equal to the fair market value of the Assets, including identified intangibles, with the balance allocated to goodwill. The parties shall make consistent use of the allocation, fair market value and useful lives specified in such allocation furnished by Buyer for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. Buyer shall prepare and deliver IRS Form 8594 to Company within forty-five (45) days after the Closing Date to be filed with the IRS, which form shall be consistent in all respects with such allocation. Company and Seller Parties shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request in connection with such allocation. In any Proceeding related to the determination of any Tax, neither Buyer nor any Seller Party shall contend or represent that such allocation is not a correct allocation or otherwise take any action inconsistent with such allocation.

     2.6 CLOSING

EXECUTION VERSION

     The purchase and sale provided for in this Agreement (the “Closing”) will take place at the offices of Buyer’s counsel at 255 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202, commencing at 10:00 a.m. (local time — Cincinnati, Ohio) on the later of (a) November 9, 2006 or (b) the date that is five (5) Business Days following the termination of the applicable waiting period under the HSR Act, unless Buyer and Sellers otherwise mutually agree. Subject to the provisions of Article 9, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.6 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

     2.7 CLOSING OBLIGATIONS

     In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

          (a) Seller Parties shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording of the conveyance of the Franklin Street Property:

               (i) a bill of sale for all of the Assets of Company and E122 that are Tangible Personal Property and Inventories in the form of Exhibit M (the “Company Bill of Sale”) and a bill of sale for all of the Assets of Suzhou that are Tangible Personal Property and Inventories in the form of Exhibit N (the “Suzhou Bill of Sale”) each executed by Seller Parties;

               (ii) an assignment of all of the Assets of Company and E122 that are intangible personal property, including without limitation the Intellectual Property Assets, in the form of Exhibit O, including but not limited to Acquired Contracts, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Company Assignment and Assumption Agreement”) and an assignment of all of the Assets of Suzhou that are intangible personal property, including without limitation the Intellectual Property Assets, in the form of Exhibit P, including but not limited to Acquired Contracts, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Suzhou Assignment and Assumption Agreement”) each executed by Seller Parties;

               (iii) for each interest in Real Property identified on Schedule 3.7, a recordable general warranty deed in form and substance satisfactory to Buyer and its counsel and executed by the appropriate Seller Parties;

               (iv) a termination and general release with respect to the Franklin Street Lease, effective as of the Effective Time, in the form and substance satisfactory to Buyer and its counsel and executed by Company and E122;

               (v) Intentionally left blank;

               (vi) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller Parties;

EXECUTION VERSION

               (vii) an employment agreement in the form of Exhibit R, executed by [***] (the “Employment Agreement”);

               (viii) noncompetition agreements in the form of Exhibit S, executed by each Seller Party (the “Noncompetition Agreements”);

               (ix) the Escrow Agreement (as defined in Section 2.11) in the form of Exhibit T, executed by Seller Parties and the escrow agent;

               (x) the personal guarantee of each Shareholder in the form of Exhibit U (the “Guarantees”) executed by Shareholders;

               (xi) a certificate executed by each Seller Party as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their respective compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2;

               (xii) a certificate of the Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of each Seller, certifying and attaching all requisite resolutions or actions of each Seller’s respective board of directors, managers, members and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions including but not limited to the approval required by Ohio Revised Code §1701.76 and certifying to the incumbency and signatures of the officers of each Seller executing this Agreement and any other document relating to the Contemplated Transactions;

               (xiii) releases of all liens, security interests and other Encumbrances with respect to the Assets, except for the Permitted Encumbrances, in form and substance satisfactory to Buyer and its legal counsel, executed by the respective Third Party;

               (xiv) owner’s affidavits, non-foreign affidavits, transfer tax declarations, settlement statements and such other instruments and documents related to or regarding the conveyance of the Real Property, Real Property Leases and Facilities as Buyer’s title insurance company may require;

               (xv) a release, executed by each Shareholder with respect to any ownership or interest in the Assets or Business, in the form of Exhibit V attached hereto;

               (xvi) written consent to the use by Buyer of the name “Bullen Semiconductor” in the Business as set forth in Section 5.13; and

               (xvii) executed amendment to its charter documents and written confirmation of such other action confirming that Suzhou has changed its name as required by Section 5.13;

               (xviii) written confirmation (A) from each of the counterparties to the Construction Agreement, as of a date not later than (5) days prior to Closing, of amounts paid by Sellers pursuant to the Construction Agreement and each purchase order, shown by individual

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

purchase orders and (B) payments made of the Franklin Street Costs, in each case under the foregoing clauses (A) and (B) showing and reasonably detailing the payments and the agreement, purchase order or other commitment to which the payment relates ;

               (xix) reliance letter, in form and substance satisfactory to Buyer and its counsel, from Hart Environmental Resources regarding the Phase I Environmental Site Assessment of 950 S. Franklin Street, Eaton, Ohio, No. D06362 and the Phase I Environmental Site Assessment of 1028 S. Franklin Street, Eaton, Ohio, No. E003689;

               (xx) reliance letter, in form and substance satisfactory to Buyer and its counsel, from Professional Service Industries, Inc. regarding Subsurface Exploration and Foundation Recommendations for the Proposed Building Addition Bullen Ultrasonics, 950 S. Franklin Street, Eaton, Ohio, Report Number 105-65006, dated June 2, 2006;

               (xxi) the License Agreement in the form of Exhibit W (the “License Agreement”);

               (xxii) the Toolholder License Agreement in the form of Exhibit X (the “Toolholder License Agreement”); and

               (xxiii) the certifications with respect to the [***] Inventories pursuant to Section 2.8(d) hereof.

          (b) Buyer shall deliver to Seller Parties, as the case may be the following amounts (the “Closing Payments”) to accounts specified in a writing delivered by each Seller Party at least three (3) business days prior to Closing (the “Disbursement Statement”):

               (i) One hundred forty-seven million three hundred and fifty seven dollars ($147,357,000) by wire transfer to an account specified by Company in a writing delivered to Buyer at least three (3) business days prior to the Closing Date;

               (ii) the Franklin Street Costs (as defined in Section 6.4) to an account specified by the Company in the Disbursement Statement;

               (iii) [***]

               (iv) [***]

               (v) Nine million nine hundred and forty three thousand dollars ($9,943,000) by wire transfer to an account specified by E122 in the Disbursement Statement, in consideration for the sale and transfer of the Franklin Street Property.

          (c) Buyer shall deliver to Seller Parties:

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

               (i) the Escrow Agreement, executed by Buyer and the escrow agent, together with the delivery of the Escrow Amount to the escrow agent thereunder, by wire transfer to an account specified by the escrow agent;

               (ii) the Company Assignment and Assumption Agreement and the Suzhou Assignment and Assumption Agreement each executed by Buyer;

               (iii) the Noncompetition Agreements executed by Buyer;

               (iv) the License Agreement;

               (v) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2;

               (vi) a certificate of an officer of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer, and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; and

               (vii) the Toolholder License Agreement.

EXECUTION VERSION

     2.8 ADJUSTMENT AMOUNT AND PAYMENT

          (a) The “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Asset Value from the Estimated Closing Asset Value. If the Adjustment Amount is positive, the Adjustment Amount shall be paid by wire transfer by Company to Buyer in an account specified by Buyer. If the Adjustment Amount is negative, the Adjustment Amount shall be paid by wire transfer by Buyer to Company to an account specified by Company. The maximum adjustment amount payable to Company, if applicable, is $10,000,000; provided , however , the $10,000,000 maximum shall not apply if both (i) the resulting Adjustment Amount due to Company is caused by an increase in inventory related to the Business reflected in the Closing Asset Value, which increase in inventory is directly related to written orders or written production requests by Buyer which orders or production requests materially exceed the projected orders or projected production requests of Buyer, in the amount of [***], as set forth in Company’s 2006 budget and (ii) on the Closing Date and based on inventory reflected in the Closing Asset Value, Company’s ratio of inventory to production output related to the Business has not materially increased compared to its ratio of inventory to production output of [***] which ratio is consistent with the Company’s historical practices and operations. All payments shall be made together with interest at the rate equal to the prime rate of ABN AMRO as established from time to time, which interest shall begin accruing on the Closing Date and end on the date that the payment is made. Within three (3) business days after the calculation of the Closing Asset Value becomes binding and conclusive on the parties pursuant to Section 2.9, Sellers or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.8.

          (b) The Purchase Price is also subject to adjustment downward by the amount of accrued vacation and personal time off as of the Effective Time for the employees of the Business who accept Buyer’s offer of employment (the “Vacation and Personal Time Liability”). Company shall pay Buyer by wire transfer payment the amount of the Vacation and Personal Time Liability within three (3) business days after such calculation of the vacation and Personal Time Liability becomes binding and conclusive on the parties pursuant to Section 2.9.

          (c)    (i) The Purchase Price is also subject to a downward adjustment as set forth below (the “Qualifying Termination Adjustment”) if [***] voluntarily leaves the employ of Buyer other than for Good Reason (as hereinafter defined) or is terminated for “cause” (as defined in the Employment Agreement) (each a “Qualifying Termination”) at any time within the first two (2) years following the Closing Date. For purposes of this Agreement, “Good Reason” means any of the following (A) a material adverse change in [***] responsibilities, duties, benefits or compensation (other than a change in compensation or benefits that is applicable to all executives of Buyer at a substantially similar level) of employment with Buyer, (B) material breach by Buyer under the terms of the Employment Agreement, or (C) a requirement that [***] relocate to a facility or office that is more than 50 miles from his residence as a condition of continued employment.

                    (A) If a Qualifying Termination occurs at any time before or on the first anniversary of the Closing Date, the Qualifying Termination Adjustment shall be $7,000,000.

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

                    (B) If a Qualifying Termination occurs at any time after the first anniversary of the Closing Date but before or on the second anniversary of the Closing Date, the Qualifying Termination Adjustment shall be $5,000,000.

                    (C) If a Qualifying Termination occurs at any time after the second anniversary of the Closing Date, there shall be no Qualifying Termination Adjustment.

               (ii) Any Qualifying Termination Adjustment will be a reduction in the portion of the Purchase Price payable to Company.

               (iii) Company shall pay the Qualifying Termination Adjustment, in immediately available funds by wire transfer to Buyer’s account, within fifteen (15) business days following Company’s receipt of notice of the occurrence of a Qualifying Termination.

          (d) The parties agree that the Estimated Closing Asset Value includes $1,009,000 of Inventories which is accounted for by the Company as physically held by [***] on the books and financial records of the Company (the “[***] Inventories”). The Company has not been able to confirm that [***] Inventories have not been subject to loss or damage. At Closing, Company will provide Buyer with a written certification, which certification details [***] Inventories, including (a) that portion of the [***] Inventories that can be confirmed by the Company, with reasonable supporting conformation satisfactory to Buyer, to be existing, available to the Company without claim, offset or deduction by [***] and of a commercially useable quality (which shall not be scrap, damaged or non-confirming) (the “Confirmed [***] Inventories”) and (b) that portion of the [***] Inventories that is not Confirmed [***] Inventories, with detail by product and quantity (the “Non-Confirmed [***] Inventories”).

     2.9 PHYSICAL INVENTORY AND ADJUSTMENT PROCEDURE

          (a) After the close of business on the day immediately preceding the Closing Date, Sellers and Buyer, and/or their respective Representatives, shall jointly conduct a physical inventory of the Inventories as of the Closing Date and an audit and tagging of the Tangible Personal Property as of the Closing Date. Buyer shall prepare a written report setting forth the results thereof (the “Inventory and Tangible Personal Property Report”), which Inventory and Tangible Personal Property Report shall be used in determining the Inventories and fixed assets value in the Closing Asset Value. Seller Parties and Buyer agree that (i) the physical count, as taken by Sellers and Buyer, shall be final and binding, and may not be objected to, on such basis, by Sellers in any Selling Parties’ Representative’s objection notice provided for in this Sections 2.9, and (ii) the Inventories reflected in the Inventory and Tangible Personal Property Report will be valued at the lower of cost or market value; provided , however , no amount shall be included in the Inventory and Tangible Personal Property Report for any excess or obsolete Inventories. For purposes of this Section 2.9(a), “excess and obsolete” Inventories shall mean Inventory quantities in excess of 12 month’s historical consumption. The Inventory and Tangible Personal Property Report shall be included in and set forth in the Buyer’s Report (as hereinafter defined).

          (b) Buyer shall prepare the Closing Balance Sheet and statement of Closing Asset Value as of the Closing Date. Buyer shall deliver the Closing Balance Sheet, its determination of the Closing Asset Value, the amount of the Vacation and Personal Time Liability, the Inventory and

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

Tangible Personal Property Report and the resulting calculations, including any Adjustment Amount and the party to whom it is payable (the “Buyer’s Report”) to Selling Parties’ Representative within forty-five (45) days following the Closing Date. Sellers, and Sellers’ accountants, shall give Buyer and its accountants, access to the books and records and personnel of Sellers, including the work papers of Grant Thornton with respect to the Carve-Out Financial Statements.

          (c) If within thirty (30) days following delivery of Buyer’s Report, Selling Parties’ Representative has not given Buyer written notice of its objection as to the Buyer’s Report (which notice shall state in reasonable detail the basis of Selling Parties’ Representative objection, including the proposed adjustment(s), thereto), then the Buyer’s Report and the calculation included therein shall be final, binding and conclusive on the parties and be used in computing the Adjustment Amount and the amount of the Vacation and Personal Time Liability.

          (d) If Selling Parties’ Representative gives Buyer timely notice of objection, and if Selling Parties’ Representative and Buyer fail to resolve the issues outstanding with respect to the Buyer’s Report within thirty (30) days of Buyer’s receipt of Selling Parties’ Representative objection notice, Selling Parties’ Representative and Buyer shall submit the issues remaining in dispute to Deloitte & Touche, independent public accountants (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in Section 2.9(c), which independent public accountants have not been engaged by any Buyer or Seller Party during the 3 year period immediately preceding the date of this Agreement or at any time subsequent to the date of this Agreement and prior to the resolution of any dispute pursuant to Sections 2.8 or 2.9. If issues are submitted to the Independent Accountants for resolution, (i) Selling Parties’ Representative, Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the independent accountants shall only resolve or adjust the amounts in dispute as set forth in Selling Parties’ Representative written objection; (iii) the determination by the Independent Accountants, as set forth in a written determination to be delivered to both Selling Parties’ Representative and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Adjustment Amount and (iv) Sellers and Buyer will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination.

     2.10 CONSENTS

          (a) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Company Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and either:

               (i) elect to have Sellers continue their efforts to obtain the Material Consents; or

EXECUTION VERSION

               (ii) elect to have Sellers retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto.

If Buyer elects to have Sellers continue their efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the Seller Parties shall use Best Efforts, with respect to which Buyer will cooperate with Sellers (provided that Buyer shall not be required to incur any material expense or liability or agree to any material amendment or modification in connection therewith), to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term, including a transfer agreement or arrangement between Sellers and Buyer whereby Buyer obtains the benefits thereof at no mark-up or cost above the contract cost paid by Sellers (and/or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Sellers against a third party thereunder [***]. Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, which Material Consent shall be reasonably satisfactory to Buyer, Sellers shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement Buyer shall prepare and the parties shall execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer).

          (b) If there are any Consents not listed on Schedule 7.3 necessary for the assignment and transfer of any Company Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Company Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to:

               (i) accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Sellers, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or

               (ii) reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

EXECUTION VERSION

Nonmaterial Contract, and (B) Sellers shall retain such Restricted Nonmaterial Contract (which shall be a Retained Liability) and all Liabilities arising therefrom or relating thereto.

     2.11 ESCROW

          (a) On the Closing Date, the parties agree that Buyer shall deposit Seventeen million five hundred thousand Dollars ($17,500,000) (the “Escrow Amount”) in an interest-bearing escrow account for a period of twelve (12) months following Closing (“Escrow Period”) in order to partially secure the indemnification obligations of the Seller Parties under Section 11 hereof, together with the earnings thereon (the “Escrow Fund”) at The Fifth Third Bank, N.A. (“Escrow Agent”), which shall serve as escrow agent pursuant to an escrow agreement in the form attached hereto as Exhibit T (“Escrow Agreement”). All costs, fees, charges and expenses assessed by Escrow Agent to maintain the escrow account as required hereunder, and any and all penalties, obligations, and liabilities associated therewith or arising therefrom shall be shared equally (one half each) respectively by the Company and Buyer. At the end of the Escrow Period, any amounts remaining (i) after the payment and satisfaction of any and all indemnification claims under Section 11, and (ii) net of any amounts held back for the purposes of pending claims, shall be distributed to the Seller Representative. All earnings and interest accrued on the Escrow Fund shall remain in the Escrow Fund until termination of the escrow, and released, subject to any pending claims, to the Seller Parties. The Escrow Agent shall manage and disburse the contents of the Escrow Fund in accordance with the terms and conditions of the Escrow Agreement and this Section 2.11.

3. Representations and Warranties of Seller and Shareholders

Seller Parties (other than VB and MB) represent and warrant, jointly and severally and as between MB and VB, each of them represent and warrant severally, to Buyer, except as set forth in the specific section(s) of the Disclosure Schedule, as follows:

     3.1 ORGANIZATION AND GOOD STANDING

          (a) Schedule 3.1(a) contains a complete and accurate list of Company’s and Suzhou’s jurisdiction of incorporation or formation and any other jurisdictions in which either of them is qualified to do business as a foreign corporation, organization or association. Company, Suzhou and E122, respectively, are a corporation, a wholly foreign owned enterprise and a limited liability company and each is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with full corporate and company power and authority to conduct its respective business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Company Contracts. Each Seller is duly qualified to do business as a foreign corporation or other entity and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

          (b) Complete and accurate copies of the Governing Documents of each Seller, as currently in effect, are attached to Schedule 3.1(b).

EXECUTION VERSION

          (c) Company has two (2) Subsidiaries as disclosed in Schedule 3.1(c), and except as disclosed on Schedule 3.1(c) does not own any shares of capital stock or other equity or ownership interest of any other Person.

          (d) Except as described on Schedule 3.1(d), neither Shareholder nor any Related Person owns or has any interest or business relationship, whether as shareholder, member, partner, owner, manager, consultant, broker, agent, advisor, with (i) any Person or Related Person or (ii) any interest in any intellectual property interest or right, in either case, similar or related to the Business or any business that is engaged in buying goods or services from or providing goods and services to, the Business.

     3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT

          (a) This Agreement constitutes the legal, valid and binding obligation of each Seller Party, enforceable against each of them in accordance with its terms. Upon the execution and delivery, respectively, by Seller Parties of the Escrow Agreement, the Guarantees, the Noncompetition Agreement and each other agreement, document or instrument to be executed or delivered, respectively, by any or all of Seller Parties at the Closing (collectively, the “Seller Parties’ Closing Documents”), each of Seller Parties’ Closing Documents will constitute the legal, valid and binding obligation of each such Seller Party, respectively, enforceable against each of them in accordance with its terms. Each Seller Party has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller Parties’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller Parties’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller’s shareholders, members, board of directors and managers, respectively. The board of directors, shareholder and member actions, respectively, of each Seller signing this Agreement and the transactions contemplated hereby were duly taken on August 28, 2006, certified copies of which actions are attached hereto as Schedule 3.2(a), none of which shall have been rescinded or modified as of the Effective Time. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller Parties’ Closing Documents to which such Shareholder is a party and to perform her obligations hereunder and thereunder.

          (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement, any of the Seller Parties’ Closing Documents, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

               (i) Breach (A) any provision of any of the Governing Documents of any Seller or (B) any resolution adopted, respectively, by the board of directors, the shareholders, managers or members of any Seller;

               (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which any Seller Party, or any of the Assets, may be subject;

               (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend,

EXECUTION VERSION

cancel, terminate or modify, any Governmental Authorization that is held by any Seller Party or that otherwise relates to the Assets or to the business of either Seller;

               (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;

               (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any material Company Contract or any Acquired Contract; or

               (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets.

          (c) Except as set forth in Schedule 3.2(c), no Seller nor either Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including but not limited to the transfer to Buyer of any Governmental Authorization listed on Schedule 3.2(c) or the transfer to Buyer of any Acquired Contract.

          (d) This Agreement and the Contemplated Transactions related hereto are of benefit to the Shareholders and constitute adequate consideration for their respective agreements herein and as contemplated hereby.

     3.3 CAPITALIZATION

          (a) The authorized equity securities of Company consist of one hundred (100) shares of common stock, par value one dollar ($1.00) per share, of which seventy-five (75) shares are issued and outstanding. MB owns 35 common shares of Company, representing 46.67% of the issued and outstanding voting common shares of the Company and 50% of the issued and outstanding voting units of E122. VB owns 34 common shares of Company, representing 45.34% of the issued and outstanding voting common shares of the Company and 50% of the issued and outstanding voting units of E122. Shareholders are and will be on the Closing Date the record and beneficial owners and holders of such shares and units owned by each of them, free and clear of all Encumbrances which together will constitute ninety-two (92%) percent of the voting stock of the Company and one hundred (100%) percent of the voting units of E122 on the Closing Date. Except as set forth on Schedule 3.3(a), there are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of either Company or E122.

          (b) The Company owns 100% of the voting and other equity interests of Suzhou. There are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of Suzhou.

     3.4 FINANCIAL STATEMENTS

     Company has delivered to Buyer: (a) a consolidated balance sheet of Company and Suzhou as at December 31, 2005 (including the notes thereto, the “2005 Year End Balance Sheet”), and the related statements of income, changes in shareholders’ equity and cash flows for the fiscal year then

EXECUTION VERSION

ended, including in each case the notes thereto, together with the compilation reports therein of Battelle & Battelle LLP; (b) consolidated balance sheets of Company and Suzhou as at December 31st in each of the fiscal years 2003 through 2004, and the related statements of income, changes in shareholders’ equity and cash flows for each of the fiscal years then ended, including in each case the notes thereto together with the compilation reports therein of Hoover & Roberts, Inc., independent certified public accountants; (c) an unaudited consolidated balance sheet of Company and Suzhou as at June 30, 2006, (the “Interim Balance Sheet”) and the related unaudited statement[s] of income, [changes in shareholders’ equity, and cash flows] for the six (6) months then ended, and (d) the Carve-Out Financial Statements, including in each of the foregoing (a)-(d) the notes thereto and certified by Company’s controller. Such financial statements fairly present (and the financial statements delivered pursuant to Section 5.8 will fairly present) the financial condition and the results of operations, changes in shareholders’ equity and cash flows of Company and Suzhou as at the respective dates of and for the periods referred to in such financial statements, and with respect to the Carve-Out Financials, the Assets and related results of operations of the Business, with respect to the Carve-Out Financial Statements only, such financial statements are in accordance with GAAP, except for the GAAP Exceptions, consistently applied. The Estimated Closing Asset Value was prepared in accordance with GAAP, except for the GAAP Exceptions, consistently applied and consistently with the balance sheet included on the Carve-out Financial Statements. The Closing Asset Value will be prepared in accordance with GAAP, except for the GAAP Exceptions, consistently applied and consistently with the Estimated Asset Value and the balance sheet included in the Carve-Out Financial Statements. The financial statements referred to in this Section 3.4 and delivered pursuant to Section 5.8 reflect and will reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. The financial statements have been and will be prepared from and are in accordance with the accounting Records of Company and Suzhou. Company has also delivered to Buyer copies of all letters from Company’s or Suzhou’s auditors to Company’s or Suzhou’s management, board of directors, any committee or management thereof during the thirty-six (36) months preceding December 31, 2005, together with copies of all responses thereto.

     3.5 BOOKS AND RECORDS

     The books of account and other financial Records of Company and Suzhou, all of which have been made available to Buyer, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices including the maintenance of an adequate system of internal controls. The minute books of Company and Suzhou, all of which have been made available to Buyer, contain accurate and complete Records of all material corporate actions taken by, the shareholders, the board of directors and committees of the board of directors of Company or Suzhou, and no meeting of any such shareholders, board of directors or committee has been held for which minutes have not been prepared or are not contained in such minute books.

     3.6 SUFFICIENCY OF ASSETS

     (a) Except as set forth in Schedule 3.6, the Assets (i) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Company or Suzhou, or otherwise relating to, or used in, the conduct of the Business as previously conducted by the Company or Suzhou, (ii) except for the Excluded Assets,

EXECUTION VERSION

include all of the assets owned or used by Company or Suzhou, (iii) include all of the intellectual property rights and assets necessary to conduct the Business in the manner presently operated by Company or Suzhou, free of any infringement or claim thereof and (iv) except for the Excluded IP constitute all of the intellectual property rights and assets owned or used by the Company or Suzhou.

          (b) Each of the lists of Assets and Excluded Assets and each of the Disclosure Schedules attached hereto which expressly purport to separately identify or allocate assets (by way of example, the lists of Acquired Contracts and the Lists of Company Contracts and the list of Intellectual Property Assets and the list of Excluded IP) (i) taken together disclose all the assets, properties or rights owned or held by Sellers in both the Business and the Retained Business and (ii) correctly list, include and/or allocate, respectively, all such items related to or used in the Business, in the Assets being acquired by Buyer or to the Retained Business and the Excluded Assets, being retained by the Sellers.

          (c) None of the Excluded Assets or any other assets, properties or rights of any Seller Party (not included in the Included Assets) are related to, used in or shared with the Business, except that certain Excluded Assets used by Company after the Effective Time to the extent permitted by the Non-Competition Agreement may in that regard be “related to” the Business.

     3.7 DESCRIPTION OF OWNED REAL PROPERTY

     Schedule 3.7 contains a correct legal description, street address and tax parcel identification number of all Real Property.

     3.8 DESCRIPTION OF LEASED REAL PROPERTY

     Schedule 3.8 contains a correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots in which any Seller has a leasehold interest and an accurate description (by location, name of lessor, date of Lease, term expiry date and all amendments, if any) of all Real Property Leases.

     3.9 TITLE TO ASSETS; ENCUMBRANCES

          (a) Company, Suzhou, or with respect to Franklin Street Property, E122, each owns good and marketable title to its respective estates in the Real Property, free and clear of any Encumbrances, other than:

               (i) liens for real property Taxes for the current tax year which are not yet due and payable; and

               (ii) those described in Schedule 3.9(a) (“Real Estate Encumbrances”).

          (b) True and complete copies of (i) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property identified in Schedule 3.7 and (ii) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer. Seller Parties warrant to Buyer that, as of the Effective Time, the Real Property shall be free and clear of all Encumbrances other than those Real Estate Encumbrances identified on Schedule 3.9(b) as acceptable to Buyer (“Permitted Real Estate Encumbrances”).

EXECUTION VERSION

          (c) Company, Suzhou and E122, respectively, own good and marketable title to all of the other Assets free and clear of any Encumbrances other than those described in Schedule 3.9(c) (“Non-Real Estate Encumbrances”). Company, Suzhou and E122, respectively, warrant to Buyer that, as of the Effective Time, all other Assets shall be free and clear of all Encumbrances other than those Non-Real Estate Encumbrances identified on Schedule 3.9(c) as acceptable to Buyer (“Permitted Non-Real Estate Encumbrances” and, together with the Permitted Real Estate Encumbrances, “Permitted Encumbrances”).

          (d) A true and complete copy, with all amendments, of the Construction Agreement is attached to Schedule 3.9(d). There is no breach or default, or to any Seller Party’s Knowledge, alleged breach or default, by any party, with respect to the Construction Agreement. The Company has obtained all necessary Governmental Authorizations with respect to the improvements contemplated by the Construction Agreement, and the improvements, as contemplated thereby, will comply with all Legal Requirements when built in accordance therewith.

     3.10 CONDITION OF FACILITIES

          (a) Use of the Real Property for the various purposes for which it is presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is permitted as of right under, and is in compliance with, all applicable zoning Legal Requirements and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, and are free from patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrances, there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the Real Property, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public utilities and other services appropriate for the operation of the Facilities located thereon and except as set forth on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There is no existing or, to any Seller Party’s Knowledge, proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of Company.

          (b) Each item of Tangible Personal Property is (i) in good repair and good operating condition, (ii) is suitable for immediate use in the Ordinary Course of Business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for

EXECUTION VERSION

operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defect. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.10(b) and all Tangible Personal Property used in either Company’s or Suzhou’s business is in the possession of Company or Suzhou. Each of the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) months.

     3.11 ACCOUNTS RECEIVABLE; CUSTOMER REVENUES

          (a) All Accounts Receivable that are reflected on the balance sheet included in the Carve-Out Financial Statements, Interim Balance Sheet or existing as of the Closing Date with respect to the Business represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business of Company or Suzhou, with any such account debtor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 3.11(a) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, relating to the Business, which list sets forth the aging of each such Account Receivable.

          (b) The largest ten (10) customers relating to the Business (other than Buyer) for (i) the six (6) months ended 6/30/06 and (ii) twelve (12) months ended 12/31/05, respectively, with the sales revenues, net of any returns or allowances, are set forth on Schedule 3.11(b), including net sales for each customer, respectively, for such periods, and broken down in each case for such sales related to the Business and for sales other than related to the Business (in the latter case, with a brief description of such other business or products).

     3.12 INVENTORIES

     All items included in the Inventories consist of a quality and quantity usable and, with respect to finished goods, saleable, in the Ordinary Course of Business of Company or Suzhou, as the case may be, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Estimated Closing Asset Value. Neither Company nor Suzhou is in possession of any inventory not owned by it, including goods already sold. All of the Inventories have been valued at the lower of cost or market value on a first in, first out basis. Inventories now on hand that were purchased after the date of the Carve-Out Financial Statements were purchased in the Ordinary Course of Business of Company or Suzhou, as

EXECUTION VERSION

the case may be, at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventories (whether raw materials, work-in-process or finished goods) are not excessive but are reasonable in the present circumstances of Company or Suzhou, as the case may be. All Inventories are now valued, and will be valued on the Closing Date, according to GAAP, except for the GAAP Exceptions, consistently applied.

     3.13 NO UNDISCLOSED LIABILITIES

     Except as set forth in Schedule 3.13, neither Company nor Suzhou has, and as of the Closing Date will have, any Liability except for Liabilities reflected or reserved against in the balance sheet included in the Carve-Out Financial Statement, Closing Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business of Company or Suzhou, as the case may be, since the date of the Interim Balance Sheet, respectively, as of the dates of each such balance sheet and the Closing Date.

     3.14 TAXES

          (a) Tax Returns Filed and Taxes Paid. Company and Suzhou have filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to applicable Legal Requirements. All Tax Returns and reports filed by Company or Suzhou are true, correct and complete in all material respects. Company and Suzhou have paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by Company or Suzhou, except such Taxes, if any, are listed in Schedule 3.14(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with historical practices of Company or Suzhou, as the case may be, and industry standards) have been provided in the balance sheet included in the Carve-Out Financial Statements. Except as provided in Schedule 3.14(a), neither Company nor Suzhou currently is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or, to the Knowledge of Seller Parties, is expected to be made by any Governmental Body in a jurisdiction where Company or Suzhou does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and no Seller Party has any Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, could result in any such Encumbrance.

          (b) Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Company and Suzhou have delivered or made available to Buyer copies of, and Schedule 3.14(b) contai