STOCK AND ASSET PURCHASE AGREEMENT

Exhibit 2.1

STOCK AND ASSET PURCHASE AGREEMENT

dated as of September 14, 2006

between

GENERAL ELECTRIC COMPANY

and

NAUTILUS HOLDINGS ACQUISITION CORP.

TABLE OF CONTENTS

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EXHIBITS

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This STOCK AND ASSET PURCHASE AGREEMENT, dated September 14, 2006, is made between GENERAL ELECTRIC COMPANY, a New York corporation (“ GE ”), and NAUTILUS HOLDINGS ACQUISITION CORP, a Delaware corporation (the “ Acquiror ”).

PRELIMINARY STATEMENTS

A. GE holds, directly or indirectly, all of the outstanding shares of, or ownership interests in, the entities identified as asset sellers set forth in Section 1.01 of the Disclosure Schedule, which together with GE comprise the “ Asset Sellers ”. GE holds, directly or indirectly, all of the outstanding shares of, or ownership interests in each of NewCo GmbH, a limited liability company to be organized under the laws of Germany prior to the Closing (“ NewCo GmbH ”), NewCo Japan GK, a company to be organized under the laws of Japan prior to the Closing (“ NewCo Japan ”), NewCo Singapore, a company to be organized under the laws of Singapore prior to the Closing (“ NewCo Singapore ”, it being understood that the names of NewCo GmbH, NewCo Japan and NewCo Singapore, when formed, may be different than as set forth in this recital) and those other entities identified as equity sellers set forth in Section 1.01 of the Disclosure Schedule, which together with GE comprise the “ Equity Sellers ”. The Equity Sellers together with the Asset Sellers are referred to herein as the “ Sellers ”.

B. (1) General Electric Plastics GmbH, a German limited liability company (“ GE Plastics ”), which is wholly owned by General Electric Finance Holdings GmbH, a German limited liability company that is 100% indirectly owned by GE (“GE Finance GmbH”), and (2) Bayer Chemicals AG, a corporation organized under the laws of Germany (“ Bayer ”), are the sole limited partners of GE Bayer Silicones GmbH & Co. KG, a joint venture organized under the laws of Germany (“ GE Bayer ”), and the sole shareholders of GE Bayer’s sole general partner GE Bayer Silicones Verwaltungs GmbH (“ GE Bayer GP ”). Prior to the Closing, (i) GE Plastics shall purchase Bayer’s interests in each of GE Bayer and GE Bayer GP, such that GE Plastics would own 100% of each of GE Bayer and GE Bayer GP, and (ii) GE Finance GmbH will contribute all of the outstanding shares of and ownership interests in GE Plastics to NewCo GmbH, such that NewCo GmbH would own 100% of GE Plastics, in each case, as of the Closing.

C. GE Plastics, GE Europe Holdings LLC, a Delaware limited liability company 100% owned by GE (“ GE Europe Holdings ”), and Bayer are the sole limited partners of GE Bayer Specialties GmbH & Co. KG (“ GE Bayer Specialties LP ”), a joint venture organized under the laws of Germany, which is a 100% owner of GE Bayer Specialties Holding GmbH (“ GE Bayer Specialties Holding ”), which is in turn a 100% owner of GE Bayer Specialties Srl (“ GE Bayer Specialties Italy ”), and are the sole shareholders of GE Bayer Specialties LP’s sole general partner GE Bayer Specialties Verwaltungs GmbH (“ GE Bayer Specialties GP ”). Prior to the Closing, GE or a wholly-owned Subsidiary of GE that GE shall designate (provided that GE shall not so designate a Business Subsidiary) will purchase GE Plastics’, GE Europe Holdings’ (if applicable) and Bayer’s respective interests in each of GE Bayer Specialties LP and GE Bayer Specialties GP such that GE shall directly or indirectly own 100% of each of GE Bayer Specialties LP, GE Bayer Specialties GP, GE Bayer Specialties Holding, and GE Bayer Specialties Italy, in each case, as of the Closing.

D. GESM Canada Japan Holdings NK, a Japanese company 100% indirectly owned by GE (“ GESM ”), holds a 51% interest in GE Toshiba Silicones Co. Limited (“ GETOS Japan ”), a joint venture organized under the laws of Japan between GESM and Toshiba Corporation, a corporation organized under the laws of Japan (“ Toshiba ”). Prior to the Closing, GESM shall (i) purchase the remaining interests in GETOS Japan and (ii) contribute all of the outstanding interests in GETOS Japan to NewCo Japan, such that NewCo Japan shall own 100% of GETOS Japan as of the Closing.

E. GESM holds a 51% interest in GE Toshiba Silicones Asia Pacific Pte. Ltd. (“ GETOS Asia Pacific ”), a joint venture organized under the laws of Singapore between GESM and Toshiba Asia Pacific Pte., Ltd., a company organized under the laws of Singapore (“ Toshiba Asia Pacific ”). Prior to the Closing, GESM shall (i) purchase the remaining interests in GETOS Asia Pacific and (ii) contribute all of the outstanding interests in GETOS Asia Pacific to NewCo Singapore, such that NewCo Singapore shall own 100% of the interests of GETOS Asia Pacific as of the Closing.

F. GE Pacific Pte., Ltd., a company organized under the laws of Singapore and 100% owned by GE (and which will become indirectly owned by GE prior to the Closing Date as a result of an unrelated transaction) (“ GE Pacific ”), holds a 51% interest in each of (i) GE Toshiba Silicones Shanghai Co., Ltd., a company organized under the laws of China (“ GETOS Shanghai ”), and (ii) GE Toshiba Silicones (Nantong) Co. Ltd., a company organized under the laws of China (“ GETOS Nantong ”), each of which is a joint venture between GE Pacific and Toshiba Asia Pacific. GE NewCo Pte., Ltd., a company to be organized under the laws of Singapore and 100% owned by GE Pacific prior to the Closing (“ GE NewCo Singapore ”), shall indirectly beneficially own 100% of each of GETOS Shanghai and GETOS Nantong, in each case, as of the Closing.

G. GE Pacific holds (i) 100% of the Class A shares of, representing a 51% interest in, GE Toshiba Silicones Co. Ltd., a company organized under the laws of Hong Kong (“ GETOS Hong Kong ”), and (ii) a 51% interest in GE Toshiba Silicones (Thailand) Ltd., a company organized under the laws of Thailand (“ GETOS Thailand ”), each of which is a joint venture between GE Pacific and Toshiba Asia Pacific. Prior to the Closing, GE Pacific shall (i) contribute its interests in each of GETOS Hong Kong and GETOS Thailand to GE NewCo Singapore and (ii) cause GE NewCo Singapore to purchase from Toshiba Asia Pacific all of its outstanding interests in each of GETOS Hong Kong and GETOS Thailand, such that GE NewCo Singapore shall own 100% of each of GETOS Hong Kong and GETOS Thailand, in each case, as of the Closing.

H. GE Bayer, GE Bayer GP, GE Bayer Specialties Srl, GETOS Japan, GETOS Asia Pacific, GETOS Shanghai, GETOS Nantong, GETOS Hong Kong, GETOS Thailand, and all Subsidiaries of any of such entities are referred to herein as the “ Joint Ventures ”. GE Plastics, GE NewCo Singapore, GE Bayer Specialties Italy and those other Subsidiaries of the Equity Sellers identified as Transferred Subsidiaries in Section 1.01 of the Disclosure Schedule are referred to herein as the “ Transferred Subsidiaries ”. The Transferred Subsidiaries and their respective Subsidiaries, the Joint Ventures and their respective Subsidiaries, if any, the Merger Business Subsidiaries and their respective Subsidiaries, if any, and Shenzhen GETOS, are collectively referred to herein as the “ Business Subsidiaries ”. GE has

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set forth on Section 1.01 of the Disclosure Schedule a list of each Seller and each Business Subsidiary.

I. The Sellers and the Business Subsidiaries are engaged in the business of the development, manufacture and sale of silicone-based products and technology platforms, silanes, sealants and adhesives, adhesion promoters, primers, specialty coatings and amine catalysts and related process technology and application development as currently conducted through the Advanced Materials business of GE, (the “ Silicones Business ”) as well as the development, manufacture and sale of fused quartz tubing, rod, solids and crucibles and materials for the semiconductor, solar, lighting and fiber optics industries and ceramics products, including boron nitride powders and shapes, as well as CVD (chemical vapor deposition) coatings, thermal solutions and heater assemblies as currently conducted through the Advanced Materials business of GE (the “ Quartz Business ”) (collectively, the “ Business ”).

J. GE Pacific holds a 51% interest in GETOS Singapore Pte., Ltd. (“ GETOS Singapore ”), a Pacific joint venture organized under the laws of Singapore between GE Pacific and Toshiba Asia Pacific. Prior to the Closing, Toshiba Asia Pacific shall sell its interest in GETOS Singapore to GE Pacific such that GE Pacific shall own 100% of GETOS Singapore as of the Closing and GE Pacific shall continue to own such 100% interest in GETOS Singapore following the Closing. GETOS Singapore holds a 50% interest in Asia Silicones Monomer Limited, a joint venture organized under the laws of Thailand (the “ ASM JV ”) between GETOS Singapore and Shin-Etsu Chemical Co. Ltd., a corporation organized under the laws of Japan. Following the Closing, the Acquiror will not, directly or indirectly, own any interest in the ASM JV.

K. GETOS Asia Pacific holds a 51% interest in Shenzhen GETOS Fine Silicones Co., Ltd. (“ Shenzhen GETOS ”), a joint venture organized under the laws of China between GETOS Asia Pacific and Shenzhen Guanghua Development Enterprises Co., Ltd., a corporation organized under the laws of China.

L. GE owns all of the outstanding shares of, or ownership interests in, American Silicones, Inc. and GE Silicones, Inc. (“ GESI ”). American Silicones, Inc. holds 0.08% of the equity interests in GE Silicones, LLC, GE holds 6.76% of the equity interests in GE Silicones, LLC, and GESI holds 93.16% of the equity interests in GE Silicones, LLC. Prior to the Closing, (i) GE will contribute its interests in GE Silicones, LLC to GESI and (ii) GE American Silicones, Inc. will merge with and into GESI, with GESI surviving and remaining wholly owned by GE, such that GE will own 100% of the equity interests in GESI and GESI will own 100% of the equity interests in GE Silicones, LLC, in each case, as of the Closing. The parties intend that on the Closing Date, GESI will merge with and into an indirect wholly owned Subsidiary of the Acquiror (“ Merger Sub ”).

M. GE owns all of the outstanding shares of, or ownership interests in, GE Sealants & Adhesives, Inc. (“ GESA ”, and together with GESI, the “ Merger Business Subsidiaries ”). The parties intend that on the Closing Date, GESA will merge with and into Merger Sub.

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N. GE wishes to sell, and to cause to be sold by the other Sellers, to the Acquiror, and the Acquiror wishes to purchase from GE and the other Sellers, (i) all of the issued and outstanding shares of, and ownership interests in, the Transferred Subsidiaries (the “ Shares ”), and (ii) certain of the assets of the Asset Sellers, in each case, upon the terms and subject to the conditions set forth in this Agreement. In addition, the Acquiror wishes to assume, and GE wishes to have the Acquiror assume, certain liabilities of the Asset Sellers, upon the terms and subject to the conditions set forth in this Agreement.

O. The parties to this Agreement are entering into an agreement with respect to Tax matters (the “ Tax Matters Agreement ”) on the date of this Agreement.

P. In connection with the mergers described above, GE will acquire 10% of the common equity of the Acquiror.

NOW, THEREFORE , in consideration for the premises and mutual covenants, representations, warranties and agreements hereinafter set forth, the parties to this Agreement agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Certain Defined Terms . Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A to, or elsewhere in, this Agreement.

ARTICLE II

PURCHASE AND SALE

Section 2.01. Purchase and Sale of the Shares . On the terms and subject to the conditions set forth in this Agreement, at the Closing, GE shall, and shall cause the other Equity Sellers to, sell, convey, assign, transfer and deliver to the Acquiror (or its designated Affiliates), free and clear of all Liens, and the Acquiror (or its designated Affiliates) shall purchase, acquire and accept from the Equity Sellers, all of the Equity Sellers’ right, title and interest in and to the Shares.

Section 2.02. Purchase and Sale of the Assets . (a)  Transferred Assets . On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.02(b) , at the Closing, GE shall, and shall cause the other Asset Sellers to, sell, convey, assign, transfer and deliver to the Acquiror (or its designated Affiliates), free and clear of all Liens, except for Permitted Liens, and the Acquiror (or its designated Affiliates) shall purchase, acquire and accept from GE and the other Asset Sellers, all of the Asset Sellers’ right, title and interest in and to all of the assets, properties (whether real or personal), rights, Contracts and claims Related to the Business (other than assets, properties, rights, Contracts and claims contained in the Business Subsidiaries) as the same shall exist on the Closing Date, including all assets, properties, rights, Contracts and claims shown on the Reference Balance Sheet not contained in the Business Subsidiaries, other than those assets disposed of since the date of the Reference Balance Sheet in the ordinary course of business consistent with past practice as

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permitted by this Agreement, and all assets Related to the Business acquired by the Asset Sellers after the date of the Reference Balance Sheet and prior to the Closing (collectively, the “ Transferred Assets ”). Without limiting the foregoing, the following shall be included among the Transferred Assets:

(i) the owned real property listed in Section 2.02(a)(i) of the Disclosure Schedule (the “ Transferred Owned Property ”), together with all improvements, fixtures and all appurtenances thereto and rights in respect thereof, and, subject to Section 2.03 , all interests, rights and benefits of the Asset Sellers Related to the Business under the leases and other agreements relating to the leased real property listed in Section 2.02(a)(i) of the Disclosure Schedule (the “ Transferred Leased Property ”);

(ii) all raw materials, work-in-process, finished goods, supplies and other inventories Related to the Business, including any such being held by (A) customers of the Business pursuant to consignment arrangements, or (B) suppliers of the Business under tolling arrangements (collectively, the “ Inventory ”);

(iii) subject to Section 2.03 , all rights under the Assumed Contracts, including the Assumed Contracts listed in Section 2.02(a)(iii) of the Disclosure Schedule;

(iv) subject to Section 2.03 , all rights under Intellectual Property licenses from third parties Related to the Business (the “ Assumed IP Licenses ”), including the licenses listed in Section 2.02(a)(iv) of the Disclosure Schedule;

(v) all accounts, notes and other receivables arising out of the sale of goods of the Business other than VAT receivables;

(vi) all expenses Related to the Business that have been prepaid by the Asset Sellers, including ad valorem Taxes and lease and rental payments;

(vii) subject to Section 2.03 , all claims, causes of action, defenses and rights of offset or counterclaim against third parties relating to the Transferred Assets or any Assumed Liability, including unliquidated rights under manufacturers’ and vendors’ warranties;

(viii) all Company Intellectual Property and Company Technology;

(ix) subject to Section 2.03 , all licenses, permits or other governmental authorizations that are Related to the Business;

(x) all books, records, files and papers, whether in hard copy or computer format, including engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, lists of suppliers, personnel and employment records in each case that are Related to the Business and copies of any information relating to Taxes imposed on the Business, in each case other than (A) any books, records or other materials that the Asset Sellers are required by Law to retain (copies of which, to the extent permitted by Law, will be given or made

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available to the Acquiror) and (B) personnel and employment records for employees and former employees of the Asset Sellers who are not Transferred Employees;

(xi) all computer software programs listed in Section 2.02(a)(xi) of the Disclosure Schedule and, subject to Section 2.03 , all rights under licenses thereto;

(xii) all goodwill that is Related to the Business;

(xiii) all assets expressly transferred pursuant to Exhibit C hereof;

(xiv) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors Related to the Business, and all claims, defenses, causes of action, rights of recovery, rights of set off, and rights of recoupment Related to the Business or the Transferred Assets or the Assumed Liabilities (other than in each case any claims against GE or any of its Affiliates; provided , however , that nothing in this Section 2.02(a)(xiv) shall limit any claims, defenses, causes of action, rights of recovery, rights of set off, and rights of recoupment of the Acquiror or any Acquiror Indemnified Party under any Transaction Agreement or relating to the purchase and sale of goods and services in the ordinary course of business);

(xv) all insurance proceeds received or receivable under any insurance policy written prior to the Closing Date in connection with (I) the damage or complete destruction of any of the Transferred Assets prior to the Closing that would have been included in the Transferred Assets but for such damage or complete destruction, and (II) subject to Section 5.06 , any Assumed Liability;

(xvi) other than with respect to sales of Inventory in the ordinary course of business consistent with past practice, all proceeds net of expenses incurred in connection with the sale, transfer or settlement, resulting from (A) any sales or transfers from and after the date hereof through the Closing (that are permitted pursuant to Section 5.01 ) of any asset that would have been included in the Transferred Assets but for such sale or transfer or (B) any settlement from and after the date hereof through the Closing of any claims or other causes of action that would have been included in the Transferred Assets but for such settlement; and

(xvii) all other assets, properties or rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, licensed or otherwise held or used by the Asset Sellers or their Affiliates and Related to the Business.

(b) Excluded Assets . The Acquiror expressly understands and agrees that the following assets and properties of the Asset Sellers and the Business Subsidiaries (the “ Excluded Assets ”) shall be retained by the Asset Sellers and their Affiliates other than the Business Subsidiaries, and shall be excluded from the Transferred Assets and transferred out of the Business Subsidiaries prior to the Closing, notwithstanding any other provision of this Agreement:

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(i) subject to Section 2.02(a)(xvi) above, all cash not held by a Business Subsidiary;

(ii) subject to Section 5.09 , any and all rights to the GE Name and GE Marks, together with any Contracts granting rights to use the same;

(iii) except as set forth in Section 2.02(a)(i) of the Disclosure Schedule or any property owned or leased by a Business Subsidiary and Related to the Business to the extent of the Business Subsidiaries’ interest therein, all owned and leased real property and other interests in real property;

(iv) all loans and advances by the Asset Sellers to GE or its Affiliates (which, for the avoidance of doubt, shall be cancelled or otherwise satisfied prior to the Closing);

(v) the Sellers’ employee benefit plans, programs, arrangements and agreements (including any retirement and retirement health benefit plans, programs, arrangements and agreements and collective bargaining agreements, but not including employment agreements with Transferred Employees) and policies, and any assets related thereto (“ Benefits Arrangements ”), except as expressly provided in Exhibit C ;

(vi) subject to Section 2.02(a)(xv) above and Section 5.06 as well as to any claims with respect to Business Subsidiaries, all policies of insurance and interests in insurance pools and programs (“ Insurance Arrangements ”);

(vii) any assets sold or otherwise disposed of in the ordinary course of business consistent with past practice and not in violation of any provision of this Agreement during the period from the date of the Reference Balance Sheet until the Closing Date;

(viii) all causes of action (including counterclaims) and defenses against third parties relating to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto;

(ix) all GE Intellectual Property and GE Technology;

(x) all Software and licenses thereto other than (i) the computer software listed in Section 2.02(a)(xi) of the Disclosure Schedule and rights under licenses thereto and (ii) Software and licenses thereto owned or held by a Business Subsidiary and Related to the Business (to the extent severable);

(xi) the assets and properties listed in Section 2.02(b)(xi) of the Disclosure Schedule;

(xii) all assets expressly excluded pursuant to Exhibit C hereof;

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(xiii) any assets, properties, rights, contracts and claims of GETOS Singapore or the ASM JV (other than, for the avoidance of doubt, the contracts listed on Section 2.2(b)(xiii) of the Disclosure Schedule);

(xiv) the Intellectual Property and Technology developed at or on behalf of GE Energy as of the date hereof for producing elemental silicon from silicon dioxide by the introduction of carbon and other materials;

(xv) any interest in contracts, subcontracts, agreements, leases, licenses, commitments, sales and purchase orders, and other instruments, arrangements or understandings of any kind, other than (i) the Assumed Contracts, Assumed IP Licenses and leases relating to the Transferred Leased Property and (ii) any such interest in contracts, subcontracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments, arrangements or understandings of any kind to the extent held by a Business Subsidiary and Related to the Business; and

(xvi) any other assets, properties, rights, contracts and claims of the Asset Sellers or the Business Subsidiaries that are not Related to the Business, wherever located, whether tangible or intangible, real, personal or mixed to the extent not reflected on the Reference Balance Sheet, including personnel and employment records for employees and former employees of the Business Subsidiaries who are not Transferred Employees, it being understood that this clause (xvi) is not intended to cause any of the assets, properties, rights, Contracts, claims or other items set forth under any of clauses (i) through (xvii) of
Section 2.02(a) to be an Excluded Asset.

(c) Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 2.02(d) ), the Acquiror hereby agrees, effective at the time of the Closing, to assume and thereafter to pay, discharge and perform in accordance with their terms all Liabilities of the Asset Sellers (but, for the avoidance of doubt, not the Equity Sellers or the Business Subsidiaries) to the extent relating to the Transferred Assets or Related to the Business, as the same shall exist on the Closing Date (the “ Assumed Liabilities ”). Without limiting the generality of the foregoing, the following shall be included among the Assumed Liabilities:

(i) all Liabilities (other than those Liabilities of the Business Subsidiaries) in the amounts and to the extent shown on the Final Modified Working Capital Statement;

(ii) all Liabilities arising under any of the Assumed Contracts;

(iii) all Taxes for which the Acquiror is responsible pursuant to the Tax Matters Agreement;

(iv) all Liabilities Related to the Business, whether accruing before, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Closing Date (but not any Tax Liabilities);

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(v) all Liabilities, whether accruing before, on or after the Closing Date, (y) relating in any way to the environment or natural resources, human health and safety or Hazardous Materials (including the exposure of any person to Hazardous Materials) and (z) arising from or relating in any way to the Transferred Assets, Related to the Business or otherwise to any past, current or future businesses, operations, products or properties to the extent related to the Transferred Assets or Related to the Business (including any businesses, operations, products or properties for which a current or future owner or operator of the Transferred Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise);

(vi) all Liabilities with respect to any return, warranty or similar liabilities for products of the Business that were designed, manufactured or sold on or prior to the Closing Date or that were held in the Inventory of the Business as of the Closing Date; and

(vii) all Liabilities expressly transferred pursuant to Exhibit C hereof.

(d) Excluded Liabilities . The Acquiror is not assuming (directly or indirectly by merger, entity acquisition or acquisition of shares) or agreeing to pay or discharge any of the following Liabilities (the “ Excluded Liabilities ”), notwithstanding any other provision of this Agreement:

(i) any Indebtedness;

(ii) all control group or similar Liabilities except to the extent such Liabilities are Related to the Business;

(iii) any Liability set forth in Section 2.02(d)(iii) of the Disclosure Schedule;

(iv) any Liability associated with any Excluded Asset;

(v) any Taxes for which GE is responsible pursuant to the Tax Matters Agreement;

(vi) all Liabilities resulting from, arising out of, in connection with or related to any businesses or operations (or assets related to such businesses or operations) divested, sold, disposed of, or discontinued by GE prior to the Closing Date;

(vii) all Liabilities (whether accruing before, on or after the Closing Date) relating in any way to (a) the environment, natural resources or human health and safety with respect to any real property formerly owned, leased or occupied in connection with the Business (“ Former Properties ”), including all Liabilities relating in any way to Hazardous Materials present or Released to, on, under, at or emanating from any Former Property or any real property to which waste from any Former Property was transported for treatment, storage, handling or disposal by or on behalf of the Sellers, the Business Subsidiaries, the Business or any predecessors thereof, (b) Hazardous Materials present or Released to, on, under, at or emanating from any real property to which waste from

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any Real Property was transported for treatment, storage, handling or disposal prior to the Closing by or on behalf of the Sellers, the Business Subsidiaries, the Business or any predecessors thereof, and (c) the existing lawsuits filed or written claims made against the Business (as described in Section 2.02(d) of the Disclosure Schedule) and any lawsuits filed or written claims made against the Business or its owners or their respective Affiliates within three years following the Closing Date, in each case, relating to the exposure of any person to Hazardous Materials prior to the Closing Date (i) with respect to any Real Property or Former Property, or (ii) with respect to any product manufactured, processed, sold, or distributed by the Sellers, the Business Subsidiaries (or any predecessors thereof) or in connection with the Business or the Business Subsidiaries;

(viii) any Liability arising out of, or related to, the Business Employees and the Employee Plans that is not expressly assumed by the Acquiror pursuant to Exhibit C hereof, and any other Liability expressly excluded pursuant to Exhibit C hereof;

(ix) all Liabilities arising out of, resulting from or related to the manufacture, sale, distribution and processing of asbestos-containing products prior to the Closing Date by the Sellers, the Business Subsidiaries (or any predecessors thereof), or in connection with the Business or the Business Subsidiaries;

(x) any Liabilities of GETOS Singapore or the ASM JV; and

(xi) all Liabilities, whether accruing before, on or after the Closing Date, not Related to the Business, it being understood that this clause (xi) is not intended to and shall not override any of clauses (i) through (vii) of Section 2.02(c) .

Section 2.03. Assignment of Certain Transferred Assets . Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an assignment or transfer of any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of the Acquiror or the Asset Sellers (as applicable) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d) , GE will, and will cause each of the other Asset Sellers (and to the extent practicable, their respective Affiliates) to, use its commercially reasonable efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset claim, right or benefit to the Acquiror. If on the Closing Date any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Acquiror so that the Acquiror would not in fact receive all such rights, and (i) the Asset Sellers and the Acquiror will, subject to Section 5.05(d) , cooperate in a mutually agreeable arrangement under which the Acquiror would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, or under which the Asset Sellers would enforce for the benefit of the Acquiror any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “ Third

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Party Rights ”), and the Asset Sellers would promptly pay to the Acquiror when received all monies received by them under any such Transferred Asset, claim, right or benefit, (ii) after the Closing Date, subject to Section 5.05(d) , GE will, and will cause each of the other Asset Sellers to, continue to use its commercially reasonable efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset claim, right or benefit to the Acquiror, and, upon the receipt of such consent, will immediately transfer such Transferred Asset to the Acquiror.

Section 2.04. Mergers . (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Business Corporation Law of New York (the “ NYBCL ”) and the General Corporation Law of the State of Delaware (the “ DGCL ”), on the Closing Date, GESI will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the “ GESI Merger ”). To effect the GESI Merger, at the Closing, GE shall cause GESI to, and the Acquiror shall cause Merger Sub to, file a certificate of merger in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the NYBCL and the DGCL. The GESI Merger shall become effective on the Closing Date on the later of such time as such certificate of merger is duly filed with the Secretary of State of the State of New York and the Secretary of State of the State of Delaware or at such subsequent date or time as the parties may agree. On the effectiveness of the GESI Merger, the separate corporate existence of GESI shall cease, Merger Sub shall continue as the surviving corporation of the GESI Merger, and the effect of the GESI Merger shall be as provided in Section 259 of the DGCL and Section 906 of the NYBCL. On the effectiveness of the GESI Merger, by virtue of the GESI Merger and without any action on the part of the parties, GESI, Merger Sub, or the holders of any securities of GESI or Merger Sub, all shares of capital stock of GESI issued and outstanding immediately prior to the effectiveness of the GESI Merger shall automatically be canceled and converted into the right to receive the GESI Merger Consideration. All shares of Merger Sub shall remain outstanding and unaffected by the GESI Merger.

(b) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Act of Oklahoma (the “ GCAO ”) and the DGCL, on the Closing Date, GESA will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the “ GESA Merger ”; together with the GESI Merger, the “ Mergers ”). To effect the GESA Merger, at the Closing, GE shall cause GESA to, and the Acquiror shall cause Merger Sub to, file a certificate of merger in such form as is required by, and executed and acknowledged in accordance with, the GCAO and the DGCL. The GESA Merger shall become effective on the Closing Date at the later of such time as such certificate of merger is duly filed with the Secretary of State of the State of Oklahoma or the Secretary of State of Delaware or at such subsequent date or time as the parties may agree. On the effectiveness of the GESA Merger, the separate corporate existence of GESA shall cease, Merger Sub shall continue as the surviving corporation of the GESA Merger, and the effect of the GESA Merger shall be as provided in Section 259 of the DGCL and Sections 1088, 1089 and 1090 of the GCAO. On the effectiveness of the GESA Merger, by virtue of the GESA Merger and without any action on the part of the parties, GESA, Merger Sub, or the holders of any securities of GESA or Merger Sub, all shares of capital stock of GESA issued and outstanding immediately prior to the effectiveness of the GESA Merger shall automatically be canceled and converted into the right to receive the GESA Merger Consideration. All shares of Merger Sub shall remain outstanding and unaffected by the GESA Merger.

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Section 2.05. Closing . On (a) the second Business Day following the satisfaction or waiver of the conditions precedent set forth in Sections 8.01(b) and 8.02(b) (but in no event earlier than the fourth Business Day following the closing under the Toshiba Purchase Agreement and the closing under the Bayer Purchase Agreement), or (b) such other date as GE and the Acquiror may mutually agree in writing, provided that, in either case, the other conditions to closing specified in Sections 8.01 and 8.02 are then satisfied or have been waived (and if such is not the case, no later than the second Business Day following the date on which all such other conditions are satisfied or waived), the sale and purchase of the Shares and the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “ Closing ”) that will be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, or such other place as GE and the Acquiror may agree in writing (the date on which the Closing takes place being the “ Closing Date ”).

Section 2.06. Purchase Price . The aggregate “ Purchase Price ” for the Shares, the Transferred Assets and the non-competition obligations set forth in Section 5.14 to be delivered at Closing and the consideration in respect of the Mergers shall be $3,778,450,000, payable as follows: On the Closing Date, GE shall receive (w) an amount in cash equal to $3,328,100,000, as adjusted as a result of the Closing Adjustment, if any, pursuant to Section 2.07 , (x) the Acquiror Shares in the Mergers, (y) a senior discount note or notes in the Mergers with an aggregate face amount of $400,000,000, reflecting the terms set forth in Exhibit K hereto (the “ Seller Paper ”), and (z) warrants in the Mergers reflecting the terms set forth in Exhibit L hereto (the “ Warrants ”). As part of the consideration for the services provided by UBS in connection with the Transactions, the Acquiror shall issue to UBS preferred stock of the Acquiror reflecting the terms set forth in Exhibit N hereto (the “ Preferred Stock ”). The Purchase Price shall be subject to adjustments as set forth in Section 2.12 and Section 2.13 . The Purchase Price shall be paid as directed by GE.

Section 2.07. Closing Adjustment . (a) The “ Closing Adjustment ” shall be equal to the amount of Modified Working Capital set forth in the Estimated Modified Working Capital Statement minus $611,900,000. For purposes of this Agreement, “ Modified Working Capital ” means:

(i) Working Capital of the Business; plus

(ii) Closing Date Cash, up to a maximum of $10,000,000; minus

(iii) Debt of the Business Subsidiaries.

If the Closing Adjustment is a positive amount, then the cash portion of the Purchase Price paid by the Acquiror at the Closing shall be increased by the Closing Adjustment. If the Closing Adjustment is a negative amount, then the cash portion of the Purchase Price paid by the Acquiror at the Closing shall be decreased by the Closing Adjustment. In determining Modified Working Capital the amount of Debt of the Business Subsidiaries determined pursuant to subclause (iii) of the definition of Modified Working Capital shall exclude any amount that is otherwise included in the calculation of Working Capital of the Business pursuant to subclause (i) of the definition of Modified Working Capital.

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(b) Not less than five Business Days prior to the anticipated Closing Date, GE shall provide the Acquiror with a preliminary estimated statement of Modified Working Capital as of the Closing Date (the “ Estimated Modified Working Capital Statement ”) in the form attached hereto as Exhibit D , which shall be accompanied by a notice (the “ Closing Notice ”) that sets forth (i) GE’s determination of the Closing Adjustment and the Purchase Price and (ii) the account or accounts to which the Acquiror shall transfer funds pursuant to Section 2.09 . Not less than three Business Days prior to the anticipated Closing Date, the Acquiror shall notify GE in the event that it disputes any aspect of the Estimated Modified Working Capital Statement. Prior to the Closing Date, GE and the Acquiror shall negotiate in good faith to resolve such dispute. The amount so agreed following such negotiations shall be the Closing Adjustment for purposes of the Closing. If GE and the Acquiror are unable to resolve such dispute, the Closing Adjustment set forth in the Closing Notice shall be the Closing Adjustment for the purposes of the Closing.

(c) The Estimated Modified Working Capital Statement shall be prepared in good faith in accordance with the Transaction Accounting Principles.

Section 2.08. Closing Deliveries by GE . At the Closing, GE shall deliver or cause to be delivered to the Acquiror:

(i) to the extent such shares are certificated, certificates evidencing the Shares duly endorsed in blank or accompanied by powers duly executed in blank or other duly executed instruments of transfer as required in order to validly transfer title in and to the Shares, and, to the extent such shares are not certificated, other customary evidence of ownership;

(ii) duly executed counterparts to the Assignment and Assumption Agreement and the Instrument of Cancellation;

(iii) a receipt for the cash portion of the Purchase Price, the Seller Paper, the Acquiror Shares and the Warrants;

(iv) the certificate required to be delivered pursuant to Section 8.02(a) ;

(v) the certificates required to be delivered pursuant to Section 11 of the Tax Matters Agreement;

(vi) special warranty deeds, or their equivalent in the relevant jurisdiction, with respect to the Transferred Owned Property together with transfer Tax returns and other required forms and filings, where applicable (and such customary affidavits as to matters relating to title as a title insurer shall require to insure title to, and issue customary endorsements with respect to, the Real Properties);

(vii) duly executed instruments (in recordable form, as determined by the Acquiror in its reasonable discretion) assigning the leases and other agreements governing the Transferred Leased Property to the Acquiror;

(viii) duly executed counterparts to the Ancillary Agreements; and

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(ix) such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Transferred Assets and the Shares.

Section 2.09. Closing Deliveries by the Acquiror . At the Closing, the Acquiror shall deliver or cause to be delivered to GE (or, in the case of clause (iv)(B) below, to UBS):

(i) the cash portion of the Purchase Price, as specified in the Closing Notice, by wire transfer in immediately available funds, to an account or accounts as directed by GE in the Closing Notice;

(ii) duly executed counterparts to the Assignment and Assumption Agreement;

(iii) a receipt for the Shares and the Transferred Assets;

(iv) (A) to the extent the Acquiror Shares are certificated, certificates evidencing the Acquiror Shares registered in the name of GE (or its designee), and to the extent that the Acquiror Shares are not certificated, other customary evidence of ownership of the Acquiror Shares; and (B) to the extent the Preferred Stock is certificated, certificate(s) evidencing such Preferred Stock registered in the name of UBS (or its designee), and to the extent that the Preferred Stock is not certificated, other customary evidence of ownership of the Preferred Stock

(v) the certificate required to be delivered pursuant to Section 8.01(a) and the certificate or certificates required to be delivered pursuant to Section 11(a) of the Tax Matters Agreement;

(vi) the Seller Paper and the Warrants; and

(vii) duly executed counterparts to the Ancillary Agreements.

Section 2.10. Post-Closing Statements . (a) Within 60 Business Days after the Closing Date, the Acquiror shall prepare and deliver to GE a statement of Modified Working Capital as of the Closing Date (the “ Initial Modified Working Capital Statement ”). The Initial Modified Working Capital Statement shall be in the form attached as Exhibit D and shall be prepared in good faith in accordance with the Transaction Accounting Principles, applied consistently with their application in connection with the preparation of the Reference Balance Sheet.

(b) During the 30-day period immediately following GE’s receipt of the Initial Modified Working Capital Statement (the “ Review Period ”), GE and its Representatives will be permitted to review the Acquiror’s work papers relating to the Initial Modified Working Capital Statement.

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(c) The Acquiror agrees that, following the Closing through the date that the Final Modified Working Capital Statement becomes final and binding, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Reference Balance Sheet or the Initial Modified Working Capital Statement is based or on which the Final Modified Working Capital Statement is to be based that are inconsistent with the past practice of the Business (or GE or any of its Affiliates with respect to the Business) or that would impede or delay the determination of the amount of Modified Working Capital as of the Closing Date or the preparation of the Notice of Disagreement or the Final Modified Working Capital Statement in the manner and utilizing the methods required by this Agreement. GE and the Acquiror acknowledge that (i) the sole purpose of the determination of Modified Working Capital is to adjust the Purchase Price so as to reflect the change in Modified Working Capital resulting only from the operation of the Business and (ii) such change can be measured properly only if the calculation is done using the same accounting principles, practices, methodologies and policies used in the preparation of the Reference Balance Sheet and the Estimated Modified Working Capital Statement.

Section 2.11. Reconciliation of Post-Closing Statements . (a) GE shall notify the Acquiror in writing (the “ Notice of Disagreement ”) prior to the expiration of the Review Period if GE disagrees with the Initial Modified Working Capital Statement. The Notice of Disagreement shall set forth in reasonable detail the basis for such dispute, the amounts involved and GE’s determination of the amount of Modified Working Capital as of the Closing Date. If no Notice of Disagreement is received by the Acquiror prior to the expiration of the Review Period, then the Initial Modified Working Capital Statement shall be deemed to have been accepted by GE and shall become final and binding upon the parties in accordance with Section 2.11(c) .

(b) During the 30 Business Days immediately following the delivery of a Notice of Disagreement (the “ Consultation Period ”), GE and the Acquiror shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement.

(c) If at the end of the Consultation Period GE and the Acquiror have been unable to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement, GE and the Acquiror shall submit all matters that remain in dispute with respect to the Notice of Disagreement (along with a copy of the Initial Modified Working Capital Statement marked to indicate those line items that are not in dispute) to (i) an independent certified public accounting firm in the United States of national recognition mutually acceptable to GE and the Acquiror (the “ Independent Accounting Firm ”) or (ii) if GE and the Acquiror are unable to agree upon such a firm within 10 Business Days after the end of the Consultation Period, then, within an additional 10 Business Days, GE and the Acquiror shall each select one such firm and those two firms shall within five Business Days after such firms have been selected select a third such firm, in which event “Independent Accounting Firm” shall mean such third firm. Within 30 Business Days after such firm’s selection, the Independent Accounting Firm shall make a final determination, binding on the parties to this Agreement, of the appropriate amount of each of the line items in the Initial Modified Working Capital Statement as to which GE and the Acquiror disagree as set out in the Notice of Disagreement. The Independent Accounting Firm shall rely solely on the written submissions of the parties with

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respect to the matters at issue and shall not undertake an independent investigation. With respect to each disputed line item, such determination, if not in accordance with the position of either GE or the Acquiror, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Acquiror in the Notice of Disagreement or GE in the Initial Modified Working Capital Statement with respect to such disputed line item. During such determination period, the Independent Accounting Firm also shall
(i) prepare a statement of Modified Working Capital as of the Closing Date based upon all of the line items not disputed by the parties and the line items determined by the Independent Accounting Firm and (ii) determine the amount of Modified Working Capital reflected on such statement. The statement of Modified Working Capital that is final and binding on the parties, as determined either through agreement of the parties pursuant to Sections 2.10(a) , 2.11(a) or 2.11(b) or through the action of the Independent Accounting Firm pursuant to this Section 2.11(c) , is referred to as the “ Final Modified Working Capital Statement ”.

(d) The cost of the Independent Accounting Firm’s review and determination shall be shared equally by GE on the one hand and the Acquiror on the other hand. During the review by the Independent Accounting Firm, the Acquiror and GE and their accountants will each make available to the Independent Accounting Firm interviews with such individuals, and such information, books and records and work papers as may be reasonably required by the Independent Accounting Firm to fulfill its obligations under Section 2.11(c) ; provided , however , that the accountants of GE or the Acquiror shall not be obliged to make any work papers available to the Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after such firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator.

Section 2.12. Post-Closing Adjustment for Modified Working Capital . If the Modified Working Capital set forth on the Final Modified Working Capital Statement exceeds the Modified Working Capital set forth on the Estimated Modified Working Capital Statement by an amount (such amount, the “ Working Capital Excess Amount ”) equal to or greater than the Working Capital Deductible Amount, then the Acquiror shall pay to GE an amount of cash equal to the Working Capital Excess Amount minus the Working Capital Deductible Amount. If the Modified Working Capital set forth on the Estimated Modified Closing Working Capital Statement shall exceed the Modified Working Capital set forth on the Final Modified Working Capital Statement by an amount (such amount, the “ Working Capital Shortfall Amount ”) equal to or greater than the Working Capital Deductible Amount, then GE shall pay to the Acquiror an amount of cash equal to the Working Capital Shortfall Amount minus the Working Capital Deductible Amount. Any payment pursuant to this Section 2.12 shall be made within three Business Days after the finalization of the Final Modified Working Capital Statement, together with interest thereon at the Interest Rate calculated and payable in cash in accordance with Section 2.14 from the Closing Date until the date of payment.

Section 2.13. Audit; Post-Closing Adjustment for EBITDA . (a) If not commenced prior to the date hereof, within 2 Business Days following the date hereof, GE shall engage KPMG to conduct (i) an audit (the “ Audit ”) of the consolidated balance sheet of the Business as of each of December 31, 2005 and 2004, the consolidated income statement of the

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Business for the years ended December 31, 2005 and 2004, and the consolidated statement of cash flows of the Business for the years ended December 31, 2005 and 2004 (collectively, the “ Audited Financial Statements ”) and (ii) a review (the “ Interim Review ”) of the consolidated balance sheet of the Business as of July 2, 2006 and as of July 3, 2005, the consolidated income statement of the Business for the six-month periods ended July 2, 2006 and July 3, 2005, and the consolidated statement of cash flows of the Business for the six-month periods ended July 2, 2006 and July 3, 2005. The Audited Financial Statements will be prepared in accordance with U.S. GAAP consistently applied and will satisfy all of the applicable requirements of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“ Reg S-X ”). The Interim Review will be conducted in accordance with the Auditing Standards Board’s Statement on Auditing Standards 100 (“ SAS 100 ”) applicable to interim financial statements. GE shall request that KPMG LLP make available to the Acquiror their work papers relating to the Audit Report and the Interim Review Report upon the execution by the Acquiror of the customary documentation required by KPMG LLP. As soon as reasonably practicable, GE shall deliver to the Acquiror the reports of KPMG LLP with respect to the Audit and the Interim Review (the “ Audit Report ” and the “ Interim Review Report ”, respectively) as well as a detailed report setting forth LTM EBITDA in accordance with the Transaction Accounting Principles.

(b) During the 10 Business Day period immediately following the Acquiror’s receipt of the Audit Report, the Interim Review Report and the EBITDA Report, the Acquiror and its Representatives will be permitted to review the calculation of LTM EBITDA based on the Audit Report and the Interim Review Report. In the event of any disagreement as to the calculation of LTM EBITDA (including any pro forma adjustments made thereto) (but not, for the avoidance of doubt, including any disagreement as to the results of the Audit or the Interim Review), the dispute resolutions procedures set forth in Section 2.11 shall apply mutatis mutandis . The LTM EBITDA determined pursuant to this clause (b) shall be the Final LTM EBITDA.

(c) If the Target LTM EBITDA exceeds the Final LTM EBITDA (such excess, if any, the “ EBITDA Excess ”) by an amount equal to or greater than $10,000,000, then GE shall pay to the Acquiror an amount of cash equal to the product of (i) the EBITDA Excess minus $5,000,000, and (ii) 9.364. The “ Target LTM EBITDA ” shall be an amount equal to $405,300,000 minus expenses associated with the development of bulk Gallium Nitride undertaken by the Quartz Business for 2005 that are taken into account in connection with the Audit provided that Target LTM EBITDA shall not be less than $403,500,000. If GE shall be required to make a payment pursuant to this Section 2.13(c) , GE shall pay such amount to the Acquiror in cash within three Business Days after the finalization of the Final LTM EBITDA, together with interest thereon at the Interest Rate calculated and payable in cash in accordance with Section 2.14 from the Closing Date until the date of payment.

Section 2.14. Payments and Computations . Except for the payment of the Purchase Price (which shall be paid at the Closing), each party shall make each payment due to another party to this Agreement not later than 11:00 a.m., New York City time, on the day when due. All payments shall be paid by wire transfer in immediately available funds to the account or accounts designated in advance by the party receiving such payment. All computations of interest shall be made on the basis of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such

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interest is payable. Whenever any payment under this Agreement shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of, and payment of, interest.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GE

GE hereby represents and warrants to the Acquiror that, except as set forth in the relevant section of the Disclosure Schedule:

Section 3.01. Incorporation, Qualification and Authority of the Sellers . Each of the Sellers is a corporation or other organization duly incorporated or organized, validly existing and, to the extent legally applicable, in good standing under the Laws of its jurisdiction of incorporation or organization and has all necessary corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is a party. Each of the Asset Sellers has the corporate power and authority to operate its business with respect to the Transferred Assets as now conducted and is duly qualified as a foreign corporation to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification material to the Transferred Assets, except for jurisdictions where the failure to be so qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The execution and delivery by the Sellers of the Transaction Agreements to which they are parties and the consummation by the Sellers of the transactions contemplated by, and the performance by the Sellers of their obligations under, the Transaction Agreements have been (or, in the case of a Seller other than GE, will be prior to the Closing) duly authorized by all requisite corporate action on the part of the Sellers. This Agreement and the Tax Matters Agreement have been, and upon execution and delivery the other Ancillary Agreements to which they are parties will be, duly executed and delivered by the Sellers party thereto, and (assuming due authorization, execution and delivery by the Acquiror) this Agreement and the Tax Matters Agreement constitute, and upon execution and delivery the other Ancillary Agreements will constitute, legal, valid and binding obligations of the Sellers party thereto, enforceable against the Sellers party thereto in accordance with their terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.02. Incorporation, Qualification and Authority of the Business Subsidiaries . Each of the Business Subsidiaries is a corporation or other organization duly incorporated or organized, validly existing and, to the extent legally applicable, in good standing under the Laws of its jurisdiction of incorporation or organization and has the corporate power and authority to operate its business as now conducted. Each of the Business Subsidiaries is duly qualified as a foreign corporation or other organization to do business and, to the extent legally applicable, is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for

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jurisdictions where the failure to be so qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The execution and delivery by each of the Business Subsidiaries of the Ancillary Agreements to which they are parties and the consummation by the Business Subsidiaries of the transactions contemplated by, and the performance by the Business Subsidiaries of their obligations under, the Ancillary Agreements has been (or will be prior to the Closing) duly authorized by all requisite corporate action on the part of the Business Subsidiaries. Upon execution and delivery by the Business Subsidiaries, the Ancillary Agreements to which they are parties will be duly executed and delivered by the Business Subsidiaries, and (assuming due authorization, execution and delivery by the Acquiror) will constitute, legal, valid and binding obligations of the Business Subsidiaries, enforceable against the Business Subsidiaries in accordance with their terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.03. Capital Structure of the Business Subsidiaries . Section 3.03 of the Disclosure Schedule sets forth the authorized capital stock of each of the Business Subsidiaries, the number of shares of each class of capital stock of the Business Subsidiaries that are issued and outstanding and the owner of such shares. None of the Transferred Subsidiaries or the Merger Business Subsidiaries own, directly or indirectly, any equity interests in any Person other than the Business Subsidiaries. All of the outstanding shares of each of the Business Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rights. There are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments obligating any of the Business Subsidiaries to issue or sell any of its shares or securities convertible into or exchangeable for its shares or any shares of its Subsidiaries, other than as provided in the agreements relating to the organization, formation, ownership or governance of such Subsidiaries. GE owns, directly or indirectly, the Shares, free and clear of all Liens, except any Liens arising out of, under or in connection with this Agreement or the organization documents of the Joint Ventures and except for Permitted Liens and all such Shares have been validly authorized, duly issued and are fully paid-up. As of the Closing, GE will own, directly or indirectly, 100% of the ownership interests in the Joint Ventures free and clear of all Liens. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the shares of any of the Business Subsidiaries other than the Joint Ventures.

Section 3.04. No Conflict . Provided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, the execution, delivery and performance by the Sellers and the Business Subsidiaries (as applicable) of the Transaction Agreements and the consummation by the Sellers and the Business Subsidiaries (as applicable) of the transactions contemplated by the Transaction Agreements do not and will not (a) violate or conflict with the Certificate of Incorporation or Bylaws or similar organizational documents of any of the Sellers or the Business Subsidiaries, (b) conflict with or violate any Law or Governmental Order applicable to the Sellers, the Business Subsidiaries or the Transferred Assets or (c) result in any breach of, or constitute a default (or event which, with the giving of

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notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, recapture, acceleration or cancellation of, or result in the creation of any Lien (other than a Permitted Lien) on any of the Assets or Transferred Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other material instrument to which any of the Business Subsidiaries or the Asset Sellers (with respect to the Transferred Assets) is a party or by which any Asset or Transferred Asset is bound or affected, except, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights or Liens as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.05. Consents and Approvals . The execution and delivery by the Sellers and the Business Subsidiaries (as applicable) of the Transaction Agreements do not, and the performance by the Sellers and the Business Subsidiaries (as applicable) of, and the consummation by the Sellers and the Business Subsidiaries (as applicable) of the transactions contemplated by, the Transaction Agreements will not, require any material consent, approval, authorization or other action by, or any material filing with or notification to, any Governmental Authority, except (a) in connection, or in compliance with, the notification and waiting period requirements of the HSR Act and applicable filings or approvals under non-U.S. antitrust and competition Laws, or (b) where the failure to obtain such consent, approval, authorization or action or to make such filing or notification would not have, or be reasonably expected to have a Material Adverse Effect, or prevent or materially delay the consummation by the Sellers and the Business Subsidiaries (as applicable) of the transactions contemplated by, or the performance by the Sellers and the Business Subsidiaries (as applicable) of any of their material obligations under, the Transaction Agreements.

Section 3.06. Financial Information; Absence of Undisclosed Liabilities . (a)  Section 3.06(a) of the Disclosure Schedule sets forth (i) the unaudited consolidated balance sheet of the Business at each of July 2, 2006, December 31, 2005 (the “ Reference Balance Sheet ”), July 3, 2005, and December 31, 2004; and (ii) the unaudited consolidated income statement of the Business for the years ended December 31, 2005 and 2004 and the six-month periods ended July 2, 2006 and July 3, 2005 (the balance sheets and statements referred to in clauses (i) and (ii) being herein collectively referred to as the “ Financial Statements ”). The Financial Statements have been prepared in all material respects in accordance with U.S. GAAP consistently applied, and present fairly, in all material respects, the assets, liabilities, financial condition and the results of operations of the Business at their respective dates and for the periods covered by such statements.

(b) Except (i) as set forth in the Financial Statements, (ii) for Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (iii) for Excluded Liabilities, (iv) for Liabilities relating to environmental matters (which are the subject of Section 3.13 ) and (v) for Liabilities that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no Liabilities of the Business (whether accrued, absolute, contingent or otherwise).

Section 3.07. Absence of Certain Changes or Events . Except as contemplated by this Agreement, from the date of the Reference Balance Sheet to the date of this Agreement, the Asset Sellers and the Business Subsidiaries have (i) conducted the Business in the ordinary

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course consistent with past practice, and (ii) not taken any action that, if such action were taken after the date hereof, would require the Acquiror’s consent pursuant to Section 5.01 , and there has not occurred any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that would materially impair or delay the ability of the Sellers and the Business Subsidiaries (as applicable) to consummate the transactions contemplated by, or to perform their obligations under, the Transaction Agreements.

Section 3.08. Absence of Litigation . Section 3.08 of the Disclosure Schedule sets forth a complete list, as of the date hereof, of all Actions pending or, to the Knowledge of GE, threatened in writing against the Sellers (in respect of the Business, the Transferred Assets or the Assumed Liabilities) or the Business Subsidiaries. There are no Actions pending or, to the Knowledge of GE, threatened against the Sellers (in respect of the Business, the Transferred Assets or the Assumed Liabilities) or the Business Subsidiaries that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that would materially impair or delay the ability of the Sellers and the Business Subsidiaries (as applicable) to consummate the transactions contemplated by, or perform their obligations under, the Transaction Agreements.

Section 3.09. Compliance with Laws . Excluding Environmental Laws and Governmental Orders arising under Environmental Laws (which are covered in Section 3.13 ), none of the Sellers or the Business Subsidiaries is in violation of any Laws or Governmental Orders applicable to the conduct of the Business by it or by which any material Asset or Transferred Asset is bound or affected, except for violations the existence of which has not, individually or in the aggregate, had, or would not reasonably be expected to have, a Material Adverse Effect or would not reasonably be expected to materially impair or delay the ability of the Sellers and the Business Subsidiaries (as applicable) to consummate the transactions contemplated by, or perform their obligations under, the Transaction Agreements.

Section 3.10. Governmental Licenses and Permits . (a) Excluding Environmental Permits (which are covered in Section 3.13 ), the Sellers and the Business Subsidiaries hold all governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, variances, approvals or authorizations Related to the Business, except for those the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (collectively, “ Material Permits ”).

(b) Excluding Environmental Permits (which are covered in Section 3.13 ), none of the Sellers or the Business Subsidiaries is in default or violation of any of the Material Permits, except such defaults or violations as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.11. Sufficiency of, and Title to, the Assets . (a) The Assets and Transferred Assets will, together with the Ancillary Agreements and Third Party Rights and taking into account the benefits and burdens passed to the Acquiror pursuant to Section 2.03 , constitute, as of the Closing Date, all of the assets, properties, rights and interests (including, without limitation, real property and tangible and intangible property) necessary for the Acquiror to conduct the Business immediately following the Closing in all material respects as it is conducted on the date of this Agreement and as the same is expected to be conducted on the

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Closing Date; provided , however , that this Section 3.11 shall not be deemed to be breached as a result of any action for which the Acquiror has provided its consent pursuant to Section 5.01 .

(b) Except for Permitted Liens or Liens created by or through the Acquiror or any of its Affiliates, the Assets and Transferred Assets (other than Real Property which is the subject of Section 3.16 ) are owned by or otherwise made available to the Asset Sellers or the Business Subsidiaries, as the case may be, free and clear of all Liens.

Section 3.12. Intellectual Property . (a)  Section 3.12(a) of the Disclosure Schedule sets forth in all material respects a list of all Company Intellectual Property and Company Technology that are registered or issued, or for which applications to register or obtain issuance have been filed and are pending anywhere in the world, an indication of the jurisdictions in which such filings have been made and the status thereof. In all material respects, to the extent indicated in Section 3.12(a) of the Disclosure Schedule, such Company Intellectual Property and Company Technology are duly registered in or filed in or issued by the United States Copyright Office, the United States Patent and Trademark Office or any similar national or local foreign intellectual property authority. To the Knowledge of GE, since January 1, 2004, except for applications and registrations that were allowed to lapse in the ordinary course of business, no application or registration for any Company Intellectual Property or Company Technology that is owned by any of the Asset Sellers or the Business Subsidiaries that is material to the Business as presently conducted has been finally rejected on the merits of such filing without right to further appeal.

(b) The Asset Sellers and the Business Subsidiaries own or have the right to use, free and clear of all Liens, other than Permitted Liens, all material Company Intellectual Property and all material Company Technology. All registered patents, trademarks, service marks and copyrights listed in Section 3.12(a) of the Disclosure Schedule are, to the Knowledge of GE, valid, and such registered patents, trademarks, service marks and copyrights are subsisting and in full force and effect, and have not been canceled, expired or abandoned, except in each case for failures, individually or in the aggregate, to be subsisting or in effect that would not be material to the Business. Collectively, the Company Intellectual Property, the Company Technology, the rights to be conveyed via the Assumed IP Licenses and the rights to be conveyed pursuant to the Intellectual Property License Agreement, taken together with the services to be provided under the Transition Services Agreement, constitute all Intellectual Property necessary to the operation of the Business in all material respects as conducted on the date of this Agreement and as the same will be conducted on the Closing Date.

(c) Except as would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of GE, all employees, agents, consultants or contractors who have contributed to the creation or development of any Company Intellectual Property or Company Technology either: (i) created such materials in the scope of his or her employment with the relevant Seller or Business Subsidiary at the time of creation of such materials; (ii) is a party to a “work-for-hire” agreement under which the relevant Asset Seller or Business Subsidiary, as applicable, is deemed to be the original owner/author of all rights, title and interest therein; or (iii) has executed an assignment in favor of the relevant Asset Seller or Business Subsidiary, as applicable, of all right, title and interest in such material.

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(d) Except as would not have or be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company Intellectual Property, the Company Technology and the Business as conducted on the date of this Agreement do not infringe upon any Intellectual Property rights of third parties; (ii) there is no pending or, to the Knowledge of GE, threatened infringement claim, opposition, interference or cancellation proceeding before any court, patent office or registration authority in any jurisdiction against the Business Primary Intellectual Property, Company Intellectual Property or Company Technology; and (iii) since January 1, 2004, none of GE, the Sellers or the Business Subsidiaries has received any written notice (or, to the Knowledge of GE, any oral or other notice) from any other Person challenging its use or ownership of any Business Primary Intellectual Property, Company Intellectual Property or Company Technology or the validity or enforceability thereof.

(e) To the Knowledge of GE, no Person is engaging in any activity that infringes in any material respect upon the Business Primary Intellectual Property, Company Intellectual Property or the Company Technology, except for any such infringements that do not, individually or in the aggregate, materially impair the ability of the Asset Sellers or the Business Subsidiaries to operate the Business as conducted on the date of this Agreement.

(f) Except with respect to registered and issued Company Intellectual Property, Company Technology and Business Primary Intellectual Property that was allowed to lapse in the ordinary course of business, the Sellers and the Business Subsidiaries have taken commercially reasonable action to maintain and preserve material Business Primary Intellectual Property, Company Intellectual Property and Company Technology, including without limitation entering into appropriate confidentiality/non-disclosure agreements with third parties to whom it discloses any confidential information or trade secrets which are Business Primary Intellectual Property, Company Intellectual Property or Company Technology, and making payments of all maintenance and similar fees for any material Business Primary Intellectual Property or Company Intellectual Property listed in Section 3.12(a) of the Disclosure Schedule.

(g) The consummation of the transactions contemplated by this Agreement will not materially impair or materially alter any of the Sellers’ or the Business Subsidiaries’ rights (or the Acquiror’s rights following the Closing) in any Company Intellectual Property or Company Technology.

(h) Except as would not have or be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2004, there have been no settlements, forbearances to sue, consents, judgments or orders to which the Asset Sellers or the Business Subsidiaries are a party or with respect to which such parties are bound that (A) restrict the rights of the Sellers or the Business Subsidiaries to use any GE Licensed Intellectual Property, Company Intellectual Property or Company Technology in connection with the Business or (B) permit third parties to use any GE Licensed Intellectual Property, Company Intellectual Property or Company Technology other than on behalf of GE and its Affiliates.

Section 3.13. Environmental Matters . Except as set forth in Section 3.13 of the Disclosure Schedule:

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(a) there are no material ongoing investigations, cleanups or other remediation activities being conducted at any of the Owned Real Property, the Leased Real Property or any property owned or leased by GETOS Singapore (collectively, the “ Real Properties” ) for the purpose of treating, abating, removing, containing or otherwise addressing Hazardous Materials, and neither the Asset Sellers nor the Business Subsidiaries have received any written notice, request for information or order from a Governmental Authority or third party alleging that any such material investigation, cleanup or other remediation activity must be conducted;

(b) none of the Real Properties is subject to any Lien in favor of any Governmental Authority for (A) material liability under any Environmental Law or (B) material costs incurred by a Governmental Authority in response to a Release or threatened Release of a Hazardous Material into the environment;

(c) the Business, the Business Subsidiaries and the Real Properties are in compliance in all material respects with Environmental Laws;

(d) the Asset Sellers and the Business Subsidiaries have obtained all material Environmental Permits that are necessary to the operation of the Business as conducted on the date of this Agreement (and Section 3.13(d) of the Disclosure Schedule sets forth a list of all such material Environmental Permits except to the extent the same may be updated on or before the fifteenth (15th) Business Day after the date of this Agreement) and are in compliance in all material respects with their terms and conditions and have timely filed all required renewal applications;

(e) there are no written claims, Environmental Actions, written demands, citations, orders, or written notices of violation pending or, to the Knowledge of GE, threatened against the Asset Sellers or the Business Subsidiaries that specify, in either case, a material breach of or material liability under Environmental Law (“ Environmental Action ” means any written claim, action, suit or arbitration, inquiry, proceeding or investigation by or before any Governmental Authority under Environmental Law);

(f) all material environmental audits, assessments, investigations or other analysis conducted since January 1, 2003 with respect to the Real Properties have been furnished or made available to the Acquiror prior to Closing in the virtual dataroom established by GE for the purpose of the Acquiror’s due diligence investigation in connection with the transactions contemplated by this Agreement;

(g) there are no material financial assurance requirements pertaining to the Real Properties and the Business under Environmental Law save as listed in Section 3.13(g) of the Disclosure Schedule as the same may be updated on or before the fifteenth (15th) Business Day after the date of this Agreement; and

(h) there has been no Release of Hazardous Materials at, to, on, under or emanating from any Real Property on or prior to the Closing Date that would be required to be investigated or remediated (i) by a Governmental Authority or Third Party Suit under Environmental Laws or (ii) pursuant to a self-implementing requirement under Environmental Law or a self-implementing requirement contained in a relevant Environmental Permit.

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Notwithstanding anything in this Agreement to the contrary, the only representations and warranties in this Agreement concerning environmental matters are set forth in this Sections 3.13 and 3.20 .

Section 3.14. Material Contracts . (a)  Section 3.14(a) of the Disclosure Schedule lists each of the Material Customers as well as the Material Contracts in effect on the date of this Agreement.

(b) Each Material Contract is a legal, valid and binding obligation of the applicable Asset Seller or the Business Subsidiary, as the case may be, and, to the Knowledge of GE, each other party to such Material Contract, and is enforceable against the applicable Asset Seller or the Business Subsidiary, as the case may be, and, to the Knowledge of GE, each such other party, in accordance with its terms subject, in each case, to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and none of the Asset Sellers or the Business Subsidiaries nor, to the Knowledge of GE, any other party to a Material Contract is in material default or material breach of or has failed to perform any material obligation under a Material Contract, and, to the Knowledge of GE, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both).

Section 3.15. Employment and Employee Benefits Matters . (a)  Section 3.15(a) of the Disclosure Schedule sets forth a true and accurate list of (i) all employee benefit plans (within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA)) and all bonus, stock option, stock purchase, restricted stock and other equity or equity-based awards, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance, superannuation, profit-sharing or other benefit plans, programs, agreements or arrangements, that are maintained, contributed to, or sponsored by the Sellers or any of the Business Subsidiaries or their respective Affiliates for the benefit of any employee of a Business Subsidiary, any Business Employee, Inactive Business Employee or any dependents thereof and (ii) all individual employment, retention, termination, severance or other similar contracts or agreements pursuant to which the Sellers or any of the Business Subsidiaries or their respective Affiliates currently has any obligation with respect to any employee of a Business Subsidiary, any Business Employee, Inactive Business Employee or any dependents thereof (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) above are hereinafter referred to as the “ Employee Plans ”); provided, however, that outside the United States, such list shall only include (x) material core benefit plans in any country in which at least 50 Business Employees are employed in the Business (“ Material Employer ”), other than statutorily-mandated benefits and (y) agreements to which a Material Employer is a party with a Business Employee in the executive band or above. As soon as practicable following the execution of this Agreement (but in any event within 45 days of the date hereof), GE shall provide the Acquiror with a list which, to the HR Knowledge of GE, constitutes all of the remaining Employee Plans outside the United States; provided , however , that with respect to any such remaining Employee Plans that (i) provide for core benefits, (ii) are Employee Plans of a Material Employer or (iii) are employment agreements (x) for Business Employees in the executive band or above or (y)

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that provide for annual compensation and benefits in excess of $100,000 or the local currency equivalent, GE shall provide a list of all such remaining Employee Plans. Each Employee Plan is in writing and, with respect to each Employee Plan, except for individual employment agreements which provide for annual compensation that is less than $100,000 or the local currency equivalent, GE has previously made available to the Acquiror or will use reasonable best efforts to make available within 45 days of the date hereof, true and complete copies of each of the following documents (provided, however, that GE has provided or made available to Acquiror all core benefit plans for Material Employers and employment agreements for Business Employees in the executive band or above): (i) a copy of the Employee Plan (or to the extent no such copy exists, an accurate written description thereof); (ii) a copy of the most recent summary plan description and summary of material modifications with respect thereto, if any; (iii) a copy of each trust or other funding arrangement, if any; (iv) the most recent annual financial report, if any; and (v) the most recent actuarial report, if any. Section 3.15(a) of the Disclosure Schedule denotes with an asterisk all U.S. Business Plans and International Business Plans, if any. Except as specifically provided in the foregoing documents made available to Acquiror and except as provided by applicable Law, there are, to the HR Knowledge of GE, no material amendments to any Employee Plan, nor has any party with the authority to do so undertaken to make any such material amendments or to adopt or approve any new Employee Plan.

(b) None of the Employee Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “ Multiemployer Plan ”) or a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Asset Sellers or any of the Business Subsidiaries would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA.

(c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. Each Employee Plan covering employees who work primarily outside of the United States (a “ Non-US Employee Plan ”) that is intended to qualify for tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Authority that it is so qualified, and no fact or event has occurred since the date of such approval that would reasonably be expected to adversely affect such qualification.

(d) With respect to each Employee Plan, neither GE nor the Business Subsidiaries nor their respective Affiliates are currently liable for any material Tax arising under Section 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise to any such material Tax liability. None of the Sellers or Business Subsidiaries or their respective Affiliates has incurred any liability under or arising out of Title IV of ERISA that has not been satisfied in full (other than any liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course all of which have been timely paid), and no fact or event exists that would reasonably be expected to result in such a liability. None of the Assets or Transferred Assets is the subject of any Lien arising under Section 302(f) of ERISA or Section 412(n) of the Code and none of the Sellers or the Business Subsidiaries or their

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respective Affiliates has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee Plan, and no fact or event exists that would reasonably be expected to give rise to any such Lien or requirement to post any such security. To the HR Knowledge of GE, there are no circumstances that have arisen prior to the date hereof which are reasonably likely to give rise to the imposition on the Acquiror or its Affiliates of any order, notice or direction pursuant to sections 38 to 51 of the Pensions Act 2004.

(e) With respect to each Employee Plan which the Acquiror is required under applicable Law to assume or has agreed to assume or continue (an “ Assumed Employee Plan ”), (i) all material employer and employee payments, expenses, contributions or accruals (including premiums) required by Law or by the terms of such plan have been made when due pursuant to the terms of such plan and applicable Laws, or if applicable, accrued, in accordance with U.S. GAAP, except, with respect to Non-US Employee Plans to which a non-Material Employer is a party (“ Non-Material Employer Non-US Employee Plans ”), where failures with respect to such payments, expenses, contributions or accruals would not have a Material Adverse Effect; and (ii) there are no material unfunded liabilities with respect to any such plans (including for termination indemnities) that are not reflected in the Reference Balance Sheet in accordance with U.S. GAAP. To the HR Knowledge of GE, except as provided by applicable Law, no condition exists that would prevent the amendment or termination of any Assumed Employee Plan.

(f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase in any material respect the amount or value of, any payment or benefit to any Business Employee that is payable by Acquiror pursuant to the terms of any Employee Plan or pursuant to terms of any contractual obligation expressly assumed by Acquiror under this Agreement or by the Sellers pursuant to the Retention Agreements, or result in any material limitation on the right of the Acquiror to amend, merge, terminate or receive a reversion of assets from any Employee Plan or their related trusts, except, with respect to Non-Material Employer Non-US Employee Plans, where such acceleration, funding, increase or limitation would not have a Material Adverse Effect.

(g) Each Assumed Employee Plan is now and has been operated in all material respects in accordance with the requirements of all applicable Laws, including ERISA and the Code, except, with respect to Non-Material Employer Non-US Employee Plans, where such non-compliance would not have a Material Adverse Effect.

(h) There are no material controversies, audits or investigations pending or, to the HR Knowledge of GE, threatened in connection with any Employee Plan.

(i) Section 3.15(i) of the Disclosure Schedule sets forth a list of each collective bargaining agreement, trade union or other labor union contract applicable to Business Employees and Inactive Business Employees in connection with their employment in the Business excluding, for this purpose, any non-US industry-wide multiemployer bargaining agreement entered into with a trade association in respect of Business Employees. No union, employee association, works council or similar organization represents any Business Employees,

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no such organization has made a written demand against Seller or any of the Business Subsidiaries or their respective Affiliates for recognition with respect to representation of any employee of a Business Subsidiary, any Business Employee or any Inactive Business Employee or a group of such employees and no such organization is attempting to organize such employees.

(j) No Seller, Business Subsidiary or any of their respective Affiliates presently maintains, contributes to or has any liability under any funded or unfunded medical, health, or life insurance plan or arrangement for retirees who worked in the Business, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), or state COBRA-type laws, except for statutorily-mandated plans or arrangements and except for such contributions or liabilities that would not have a Material Adverse Effect. To the HR Knowledge of GE, the Seller, Business Subsidiaries and their respective Affiliates have reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage for any Business Employees or Inactive Business Employees or their respective dependents.

(k) Seller has previously provided Acquiror with a true and complete listing, as of September 1, 2006, of each Business Employee (with his or her name redacted) who is in an executive band position or above (“ Key Employees ”), his or her current rate of annual base salary or current wages, 2006 bonus target, job title, employment status, work location and credited service date, fiscal year 2005 bonus, fiscal year 2004 bonus and date of hire provided each such Key Employee has consented to such disclosure of his or her personal information where such consent is required by local Law. Absent such consent, the information contained in
Section 3.15 (k) of the Disclosure Schedule shall be edited to ensure compliance with local Law. None of such Key Employees has given notice of termination of employment. GE shall also provide the Acquiror with information concerning Business Employees other than Key Employees that is comparable to the information described above in this Section 3.15(k) in respect of Key Employees to the extent (i) such information is applicable, is requested by the Acquiror and is not otherwise reasonably available to it and (ii) such information is provided in accordance with the consent and local Law requirements specified hereinabove.

(l) Sellers have taken prior to the date hereof all actions required by Law to be taken prior to the date hereof and all actions otherwise necessary to enable the parties to carry out the transactions contemplated by this Agreement with respect to trade unions, work councils, employee representatives and employees in connection with the transactions contemplated by this Agreement, and, where such actions are required to be taken after the date hereof, whether by Law or otherwise, will take such actions as soon as reasonably practicable following the date hereof (and in any event prior to the Closing Date or as otherwise required under this Agreement or any exhibit hereto).

(m) There is no labor strike, dispute, lock-out or stoppage pending or, to the HR Knowledge of GE, threatened, against or affecting the Business, and the Business has not experienced any such strike, dispute, lock-out or stoppage within the past two (2) years. To the HR Knowledge of GE, neither the Business nor the Business Subsidiaries have breached or otherwise failed to comply with the provisions of any collective bargaining agreement or contract with a union or employee representative and there are no written grievances outstanding

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against the Business or the Conveyed Companies under any such agreement or contract, except where such breach, failure or grievances would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.16. Real Property . (a)  Section 3.16(a) of the Disclosure Schedule sets forth a complete and accurate, in all material respects, list and summary description of all of the Owned Real Property. The Asset Sellers and the Business Subsidiaries, as applicable, have (i) good and marketable fee simple title to all Owned Real Property, and (ii) good and valid leasehold or subleasehold (as applicable) title to all Leased Real Property, in each of cases (i) and (ii), free and clear of all Liens, except for Permitted Liens and:

(i) Liens that secure Indebtedness that is reflected on the Reference Balance Sheet, provided that such Liens are set forth on Section 3.16(a)(i) of the Disclosure Schedule (which shall be discharged in full at or prior to the Closing);

(ii) customary zoning, building and other generally applicable land use restrictions that would not be violated by the present or contemplated use of such real property after the Closing; and

(iii) Liens that have been placed by a third party on the fee title of real property constituting Leased Real Property or real property over which any of the Asset Sellers or Business Subsidiaries has easement rights, and subordination or similar agreements relating thereto.

None of the foregoing impairs, and would not reasonably be expected to impair, in any material respect, the value, marketability or continued use of such parcel of real property in the Business.

(b) Section 3.16(b) of the Disclosure Schedule sets forth, in all material respects, a complete and accurate list and summary description (including expiration dates and rent amounts) of all of the Leased Real Property. (i) Except as has not had and would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, all leases and subleases for the Leased Real Property under which any of the Asset Sellers or Business Subsidiaries is a lessee or sublessee are in full force and effect and are enforceable in accordance with their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) no written notices of material default under any such material lease or sublease have been sent or received by any Asset Sellers or Business Subsidiaries and, to the Knowledge of GE, there does not exist any event, condition or omission that would constitute such a material default (whether by lapse of time or notice or both).

(c) None of the Asset Sellers or Business Subsidiaries has received any written notice from any Governmental Authority asserting any violation or alleged violation of applicable Laws with respect to any Real Properties that remains uncured as of the date of this

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Agreement and that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.17. Affiliate and Inter-Company Arrangements . Except for any arrangements, understandings or Contracts that are neither material in amount nor necessary for the Acquiror to conduct the Business in all material respects as it is conducted as of the date of this Agreement and as the same is expected to be conducted on the Closing Date, and other than any arrangements, understandings or Contracts to provide the services set forth in the Transition Services Agreement, Section 3.17 of the Disclosure Schedule lists all arrangements, understandings and Contracts between or among GE or any Affiliate of GE, on behalf of the Business, or the Business itself, on the one hand, and (x) GE or any Affiliate of GE or (y) any officer, director or employee of GE in an executive band position or above (other than employee compensation in the ordinary course of business consistent with past practices), on the other hand.

Section 3.18. Relationships with Customers and Suppliers . Except as set forth in Section 3.18 of the Disclosure Schedule, since December 31, 2005, no Material Customer or Material Supplier has either terminated its relationship with the Business or materially reduced the aggregate value of its annual transactions with the Business, nor has any Material Customer or Material Supplier given formal written notice to either GE or any of the Asset Sellers, Equity Sellers or Business Subsidiaries of its intention to do so.

Section 3.19. Product Liability . Except as set forth in Section 3.19 of the Disclosure Schedule, none of GE, the Assets Sellers or the Equity Sellers nor any of the Business Subsidiaries has received any written notice within the past two years relating to, nor does GE have any Knowledge of any facts or circumstances that are reasonably expected to give rise to, any actual or potential claim involving any service provided or any product designed, manufactured, serviced, produced, modified, distributed or sold by or on behalf of the Business relating to an alleged defect in design, manufacture, materials or workmanship, performance, or any alleged failure to warn, or any alleged breach of implied warranties or representations, other than notices or claims that have been settled or resolved prior to the date of this Agreement, that are within normal warranty experience, or those that would not, individually or in the aggregate, have and would not reasonably be expected to have a Material Adverse Effect.

Section 3.20. Insurance . Section 3.20 of the Disclosure Schedule contains a list of all Pre-Closing Insurance written in the last ten years, including policy type ( e.g. , whether such policy is occurrence-based), policy numbers, applicable deductible levels, policy periods, available limits of coverage, and information regarding any settlement or commutation of same. Subject to any settlements and commutations, all such insurance policies are in full force and effect, are valid and enforceable, and all premiums due thereunder have been paid. In the last two years, no Equity Seller or Asset Seller (in each case, with respect to the Business) or any Business Subsidiary has received written notice of cancellation or termination other than in connection with normal renewals, of any such insurance policies, and, except as set forth on Section 3.20 of the Disclosure Schedule, no claim has been reported to the insurance provider that is pending as of the date of this Agreement under any Pre-Closing Insurance, which claim involves an amount in excess of $250,000.

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Section 3.21. Toshiba Purchase Agreement; Bayer Purchase Agreement . Complete and correct copies of the Toshiba Purchase Agreement and the Bayer Purchase Agreement have been provided to the Acquiror, such agreements are binding on each party thereto and in full force and effect, and have not been amended, modified or waived (i) in any material respect that would be adverse to the Acquiror or (ii) with respect to the Bayer Purchase Agreement, in any manner that would be materially adverse to the operation of the venture following the Closing, without (in the case of clause (i) or (ii)) the Acquiror’s prior written consent, which shall not be unreasonably withheld.

Section 3.22. Brokers . Except for fees and expenses of JP Morgan Securities Inc. and UBS Securities LLC (collectively, the “ GE Bankers ”), in connection with their rendering of investment banking advice to GE and its Affiliates, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from GE or any of its Affiliates in connection with the sale of the Business based upon arrangements made by or on behalf of GE or any of its Affiliates. GE is solely responsible for the investment advisory fees and expenses of both GE Bankers.

Section 3.23. No Indebtedness as of Closing . Except as set forth on Section 3.23 of the Disclosure Schedule, immediately prior to and as of the Closing, none of the Business Subsidiaries shall have any outstanding Indebtedness or be responsible for or a guarantor of any Indebtedness of any other Person.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

The Acquiror hereby represents and warrants to GE that, except as set forth in the relevant section of the Acquiror Disclosure Schedule:

Section 4.01. Incorporation and Authority of the Acquiror . The Acquiror is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power to enter into the Transaction Agreements and to consummate the transactions contemplated by, and to carry out its obligations under, the Transaction Agreements. The execution and delivery of the Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Transaction Agreements have been (or will be prior to the Closing) duly authorized by all requisite corporate action on the part of the Acquiror. This Agreement and the Tax Matters Agreement have been, and upon execution and delivery the other Ancillary Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the Sellers and the Business Subsidiaries, as applicable) this Agreement and the Tax Matters Agreement constitute, and upon execution and delivery the other Ancillary Agreements will constitute, legal, valid and binding obligations of the Acquiror enforceable against the Acquiror in accordance with their terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights

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generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.02. Qualification of the Acquiror . The Acquiror has the corporate or other appropriate power and authority to operate its business as now conducted. The Acquiror is duly qualified as a foreign corporation or other organization to do business and, to the extent legally applicable, is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not materially impair or delay the ability of the Acquiror to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements.

Section 4.03. No Conflict . Provided that all consents, approvals, authorizations and other actions described in this Section 4.03 have been obtained or taken, except as otherwise provided in this Article IV and except as may result from any facts or circumstances relating to the Sellers or the Business Subsidiaries, the execution, delivery and performance by the Acquiror of, and the consummation by the Acquiror of the transactions contemplated by, the Transaction Agreements do not and will not (a) violate or conflict with the Certificate of Incorporation or Bylaws or similar organizational documents of the Acquiror, (b) conflict with or violate any Law or Governmental Order applicable to the Acquiror or (c) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on any of the assets or properties of the Acquiror pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other material instrument to which the Acquiror or any of its Subsidiaries is a party or by which any of such assets or properties is bound or affected, except, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights or Liens as would not materially impair or delay the ability of the Acquiror to consummate the transactions contemplated by, or perform its obligations under, the Transaction Agreements.

Section 4.04. Consents and Approvals . The execution and delivery by the Acquiror of the Transaction Agreements do not, and the performance by the Acquiror of, and the consummation by the Acquiror of the transactions contemplated by, the Transaction Agreements will not, require any material consent, approval, authorization or other action by, or any material filing with or notification to, any Governmental Authority, except (a) in connection, or in compliance, with the notification and waiting period requirements of the HSR Act and applicable filings or approvals under non-U.S. antitrust and competition Laws, or (b) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or delay the Acquiror from consummating the transactions contemplated by, or performing any of its material obligations under, the Transaction Agreements.

Section 4.05. Absence of Restraints; Compliance with Laws . (a) Other than those matters referred to in Section 4.04 and those matters that may relate to the Sellers and/or the Business Subsidiaries, to the best knowledge of the Acquiror, there exist no facts or circumstances that would reasonably be expected to materially impair or delay the ability of the Acquiror to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements.

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(b) The Acquiror is not in violation of any Laws or Governmental Orders applicable to it or by which any of its material assets is bound or affected, except for violations the existence of which would not reasonably be expected to materially impair or delay the ability of the Acquiror to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements.

Section 4.06. Securities Matters . The Shares are being acquired by the Acquiror for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Shares or any interest in them. The Acquiror has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Shares, and the Acquiror is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. The Acquiror acknowledges that the Shares have not been registered under the Securities Act, or any state securities Laws, and understands and agrees that it may not sell or dispose of any of the Shares except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any applicable state securities Laws.

Section 4.07. Financial Ability . (a) The Acquiror has received an executed commitment letter dated September 14, 2006 (the “ Debt Commitment Letter ”) from the lenders party thereto (collectively, the “ Lenders ”) relating to the commitment of the Lenders to provide the full amount of the debt financing required to consummate the transactions contemplated by the Transaction Agreements on the terms contemplated thereby and to pay related fees and expenses. The debt financing required to consummate the transactions contemplated by the Transaction Agreements and to pay related fees and expenses is collectively referred to in this Agreement as the “ Debt Financing ”.

(b) The Acquiror has received an executed commitment letter, dated September 14, 2006 (the “ Equity Commitment Letter ” and, together with the Debt Commitment Letter, the “ Commitment Letters ”), from certain persons (collectively, the “ Equity Investors ”) relating to the commitment of the Equity Investors that, taken together with the Debt Commitment Letter and the Acquiror Shares Purchase Price to be received from GE, are sufficient to provide the full amount of the cash equity required to deliver the full amount of the cash portion of the Purchase Price at Closing and to pay related fees and expenses. The cash equity required to consummate the transactions contemplated by the Transaction Agreements and to pay related fees and expenses is collectively referred to in this Agreement as the “ Cash Equity ” (the Cash Equity, together with the Debt Financing, is collectively referred to as the “ Financing ”). Complete and correct copies of the executed Commitment Letters are attached as Section 4.07 of the Acquiror Disclosure Schedule.

(c) Except as set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Lenders and the Equity Investors to provide the Financing or that would permit the Lenders or the Equity Investors to reduce the total amount of the Financing.

(d) Subject to its terms and conditions, the Financing, if funded in accordance with the Commitment Letters, would provide the Acquiror with acquisition financing on the

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Closing Date sufficient to consummate the transactions contemplated by the Transaction Agreements on the terms contemplated thereby and to pay related fees and expenses.

(e) As of the date of this Agreement, to the best knowledge of the Acquiror, the Commitment Letters are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of the Acquiror under the terms and conditions of the Commitment Letters, other than any such default, breach or failure that has been waived by the Lenders or the applicable Equity Investor, as the case may be, or otherwise cured in a timely manner by the Acquiror to the satisfaction of the Lenders or such Equity Investor, as the case may be. As of the date of this Agreement, the Acquiror has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement.

Section 4.08. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from GE or any of its Subsidiaries in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Acquiror.

Section 4.09. Solvency . Assuming the truth and accuracy of the representations and warranties set forth in Article III , as well as, for the purposes of this Section 4.09 only, the financial statements and projections provided to the Acquiror prior to the date hereof (which the Acquiror acknowledges are not “made in this Agreement” for purposes of Section 5.16 and, for the avoidance of doubt, shall not be relied upon by the Acquiror other than for purposes of this Section 4.09 ), immediately after giving effect to the consummation of the transactions contemplated by this Ag