STOCK AND ASSET PURCHASE AGREEMENT

Exhibit 10.1

STOCK AND ASSET PURCHASE AGREEMENT

BY AND BETWEEN

B/E AEROSPACE, INC.

AND

HONEYWELL INTERNATIONAL INC.

June 9, 2008

STOCK AND ASSET PURCHASE AGREEMENT

           THIS STOCK AND ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made this 9th day of June 2008, by and between B/E Aerospace, Inc., a Delaware corporation (“ Purchaser ”), on behalf of itself and the entities listed on Schedule A1 and Honeywell International Inc., a Delaware corporation (“ Honeywell ”), on behalf of itself and the entities listed on Schedule A2 (Honeywell and each such entity is referred to herein individually as a “ Seller ” and collectively as “ Sellers ”).

           WHEREAS, Sellers and the Transferred Entities (as defined below) are engaged through Honeywell’s “Consumables Solutions” division in the Business (as defined below).

           WHEREAS, Sellers conduct the Business through the entities listed on Schedule B (the “ Transferred Entities ”) and through the use of certain assets held directly by Sellers.

           WHEREAS, upon the terms and subject to the conditions contained in this Agreement, Purchaser desires to acquire from Sellers, and Sellers desire to sell and assign to Purchaser, all of Sellers’ ownership interest in the Transferred Entities.

           WHEREAS, upon the terms and subject to the conditions contained in this Agreement, Purchaser desires to acquire from Sellers the Purchased Assets and assume the Assumed Liabilities, and Sellers desire to sell and assign to Purchaser the Purchased Assets and Assumed Liabilities.

           NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE OF ASSETS;
ASSUMPTION OF LIABILITIES

           1.1       Transactional Overview; Purchase and Sale of Assets .

                    (a)       France – Share Transfer . France – Share Transfer . Sellers’ ownership interest in Honeywell Consumables Solutions S.A.S., a French company (“ HCS France ”), will be transferred to M&M Aerospace Hardware SARL, a French company, or its assignee, another French company (“ M&M France ”) pursuant to the sale by Honeywell Holding France SAS, a wholly owned subsidiary of Honeywell, of its Equity Interests in HCS France to M&M France in accordance with the other Sections of this Agreement.

                    (b)       Germany – Share Transfer . Sellers’ ownership interest in Honeywell Consumables Solutions GmbH, a German company (“ HCS Germany ”), will be transferred to M&M Aerospace Hardware GmbH, a German company, or its assignee, another German company (“ M&M Germany ”) pursuant to the sale by Honeywell Deutschland GmbH, an indirectly wholly owned subsidiary of Honeywell, of its Equity Interests in HCS Germany to M&M Germany in accordance with the other Sections of this Agreement.

                    (c)       Asset Transfers . Sellers’ ownership interest in certain other Purchased Assets representing the UK Business will be transferred to M&M Aerospace Hardware Ltd., a UK limited company, or its assignee, another UK limited company (“ M&M UK ”) pursuant to the sale by Honeywell UK Limited, a UK limited company (“ Honeywell UK ”) to M&M UK and Sellers’ ownership interest in all other Purchased Assets will be transferred to Purchaser by Honeywell in accordance with the other Sections of this Agreement.

                    (d)       Purchased Assets . Subject to the terms and conditions of this Agreement, at the Closing (as defined below), in exchange for a payment by Purchaser to Sellers of the Purchase Price and Purchaser’s assumption of the Assumed Liabilities, Sellers shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Sellers’ right, title and interest in and to all of the assets, property and rights primarily used or held for use by Sellers in the conduct of the Business as of the Closing Date, including all of the assets, property and rights set forth or described below, but excluding the Retained Assets (collectively, the “ Purchased Assets ”):

                              (i)       the Equity Interests in the Transferred Entities;

                              (ii)       the goodwill of Sellers relating to the Business;

                              (iii)       all Inventory (including all Products);

                              (iv)       all Personal Property;

                              (v)        the Intellectual Property and Software used primarily in the conduct of the Business, including without limitation the Registered Intellectual Property and Software set forth on Schedule 1.1(d)(v) (collectively, the “ Transferred Intellectual Property); together with all rights to sue and recover damages for past, present and future infringement, dilution, misappropriation on other violation thereof or conflict therewith;

                              (vi)        all IT Assets;

                              (vii)        all Contracts primarily relating to the Business, including without limitation the Contracts set forth on Schedule 1.1(d)(vii) , except for the Retained Contracts (collectively, the “ Assumed Contracts ”);

                              (viii)       the real property leases set forth on Schedule 1.1(d)(viii) (the “ Assumed Real Property Leases ”);

                              (ix)         all Permits used primarily in the conduct of the Business and held by Sellers to the extent the same, or a right to use the same, can be transferred to Purchaser;

                              (x)          all of Sellers’ customer and vendor lists to the extent relating to the Business, all of Sellers’ files and documents (including credit information) to the extent relating to customers and vendors of the Business; including all of Sellers’ equipment maintenance data, accounting records, Tax records (including Tax Returns, but only to the extent relating specifically to the Business or to the Transferred Entities, and excluding VAT records relating to

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the UK Business) inventory records, sales and sales promotional data, package inserts, instruction manuals, owner’s manuals, labels, advertising materials, cost and pricing information, business plans, reference catalogs and any other such data and records, however stored, in each case to the extent relating to the Business; provided, however, that Sellers shall be entitled to retain copies of any such materials which are necessary for, and may use such copies solely in connection with, their Tax, accounting or legal purposes, provided that such copies and all information contained therein shall be Confidential Information subject to the provisions of Section 5.12 and shall otherwise be subject to the provisions of Section 5.4(b) ;

                              (xi)       all refunds or credits for Taxes arising out of the Business for all Tax periods or portions thereof beginning on or after the Closing Date;

                              (xii)       to the extent transferable, all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind, rights to proceeds actually received under third party insurance policies in respect of claims made against such policies prior to Closing and rights under and pursuant to all warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof to the extent related to the Business (but excluding all such claims, causes of action, choses in action, rights of recovery and rights of setoff to the extent related to the Retained Assets);

                              (xiii)       all trade accounts receivable and trade notes receivable of the Business, whether recorded or unrecorded; and

                              (xiv)       all prepaid expenses and deposits relating primarily to the Business to the extent such prepaid expenses and deposits will accrue to the benefit of Purchaser in respect of the Business on and following the Closing Date.

                     (e)       Assets of the Transferred Entities .

                              (i)       The parties agree that none of the assets, properties or rights of HCS France or HCS Germany shall be transferred pursuant to Section 1.1(d) or shall be considered Purchased Assets for the purposes of Section 1.1 hereof and that such assets, properties and rights shall be held by HCS France or HCS Germany, as the case may be, in the same manner before and after the Closing Date without any change therein as a result of the transactions contemplated hereunder , except that Purchaser (or its designee) shall be the holder of the Equity Interests.

                              (ii)       The following assets shall be transferred from each Transferred Entity to a Seller (or an Affiliate) prior to the Closing (the “ Transferred Entities Retained Assets ”):

                                       (A)       all cash on hand in each Transferred Entity’s bank and lock box accounts, plus all marketable securities owned by such Transferred Entity, in each case as of the close of business on the day preceding the Closing Date;

                                       (B)       except as otherwise provided in Section 5.8 or as required by local law and the Acquired Rights Directive, all assets in or related to a Transferred Entity’s participation in or sponsorship of any Foreign Benefit Plan; and

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                                       (C)       any rights of such Transferred Entity to reimbursements, indemnification, hold-harmless or similar rights relating to any Retained Liabilities.

                    (f)       Assignment of Assets .

                              (i)       Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, right, benefit, Contract, lease, license or other agreement to which Honeywell, any Seller or any Transferred Entity is a party (including the Material Contracts) (collectively, the “ Interests ”), if such Interest is not capable of being sold, conveyed, transferred or assigned without any third-party consent which has not been obtained by (or does not remain in full force and effect at) the Closing, unless and until such third-party consent with respect to such Interest (a “ Retained Interest ”) is obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with Section 1.1(d) and shall cease to be a Retained Interest.

                              (ii)       To the extent the third-party consents necessary to sell, convey, transfer or assign any Interest has not been obtained (or does not remain in full force and effect) as of the Closing, Sellers and Purchaser shall, while such Interest remains a Retained Interest, use their commercially reasonable best efforts to (A) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Retained Interest to Purchaser, subject to the terms of and to the extent permitted by such Interest and Purchaser shall promptly pay or satisfy the corresponding liabilities and obligations to the extent Purchaser would have been responsible therefor if such third-party consent had been obtained, and such Retained Interest had been transferred to Purchaser as of the Closing, but only to the extent Purchaser obtains the benefits of such Retained Interest; and (B) enforce, at the request of Purchaser, and subject to Purchaser’s prompt reimbursement of Sellers’ out of pocket costs, any rights of Sellers arising from such Retained Interest against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Retained Interest in accordance with the terms thereof upon the advice of Purchaser). The failure of any third-party consent under any Contract, lease, license or other agreement to which Honeywell, any Seller or any Transferred Entity is a party to be obtained or any circumstances resulting therefrom shall not, individually or in the aggregate, constitute a Business Material Adverse Effect or a breach by any Seller of any representation, warranty, condition, covenant or agreement contained in this Agreement (other than, if breached, Sections 3.4 and 5.5(b) ), except with respect to the condition set forth in Section 6.4 .

           1.2       Retained Assets . The “ Retained Assets ” shall consist of all of each Seller’s rights, title and interest in all assets of every kind and description that are not expressly identified as Purchased Assets, and shall include, but not be limited to, the following:

                    (a)       all cash on hand in each Seller’s bank and lock box accounts, plus all marketable securities owned by any Seller, in each case as of the close of business on the day preceding the Closing Date;

                    (b)       all checkbooks, canceled checks and bank accounts of each Seller;

                    (c)       all Contracts and Permits which are not legally transferable;

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                    (d)       all rights in and benefits arising from claims and litigation to the extent related to the Retained Assets or Retained Liabilities;

                    (e)       all rights of Sellers and their Affiliates under this Agreement and each Seller’s corporate charter or formation documents, minute and stock record books, corporate seal and Tax records (including VAT records relating to the UK Business and including Tax Returns except Tax Returns relating specifically to the Business or the Transferred Entities);

                    (f)       all insurance policies and rights thereunder, including the benefit of any deposits or prepayments and any insurance proceeds covering any portion of any Retained Liabilities, other than proceeds of third party insurance policies in respect of claims made against such policies prior to Closing;

                    (g)       any rights of any Seller or their respective Affiliates to reimbursements, indemnification, hold-harmless or similar rights to the extent relating to any Retained Liabilities;

                    (h)       all Excluded Intellectual Property and Seller Marks;

                    (i)       the Contracts identified on Schedule 1.2(i) (the “ Retained Contracts ”);

                    (j)       all refunds or credits for Taxes arising out of the Business for all Tax periods or portions thereof ending prior to the Closing Date;

                    (k)       except as otherwise provided in Section 5.8 , all rights of Sellers and their respective Affiliates in or under, and in all assets related to all U.S. Benefit Plans or Foreign Benefit Plans;

                    (l)       any employee data which relates to employees who are not Transferred Employees or which Sellers are prohibited by Law or agreement from disclosing or delivering to Purchaser; and

                    (m)       the assets set forth on Schedule 1.2(m) .

           1.3       Agreement to Assume . Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall assume and agree to discharge and perform when due all Liabilities of each Seller to the extent incurred in the conduct of the Business or the ownership of any Purchased Assets by each Seller or their respective Affiliates, whether arising before or after the Closing (but excluding the Retained Liabilities, which shall be retained by Sellers) (collectively, the “ Assumed Liabilities ”), including without limitation the following Liabilities:

                    (a)       all Liabilities as of the Closing of the type set forth on a balance sheet prepared in accordance with GAAP as modified by the Specified Accounting Policies;

                    (b)       all Liabilities of any Seller or Transferred Entity arising under the Assumed Contracts;

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                    (c)       all Liabilities of any Seller arising under the Assumed Real Property Leases and of any Transferred Entity arising under any real property lease listed on the attached Schedule 1.3(c) ;

                    (d)       all Liabilities for allowances, credits or adjustments to which customers of the Business may be entitled;

                    (e)       all Liabilities relating to warranty of any Product or Product Liability Claims;

                    (f)       all Liabilities relating to pending claims or litigation to the extent related to the conduct of the Business or the ownership of any Purchased Assets by each Seller or their respective Affiliates;

                    (g)       all Liabilities relating to the Transferred US Employees and the Transferred Non-US Employees that are specifically assumed by Purchaser pursuant to Section 5.8 or as required by local law and the Acquired Rights Directive;

                    (h)       all Liabilities relating to Taxes that are specifically assumed by, or allocated to, Purchaser pursuant to Section 5.15;

                    (i)       all Liabilities related to the possession, occupation, operation, or maintenance of the real properties subject to the Assumed Real Property Leases, whether arising or accruing before, on or after the Closing Date, and whether such Liabilities relate to conditions that existed before, on, or after the Closing Date; and

                    (j)       all Liabilities that relate to any Environmental Claim or Environmental Law arising out of any action, omission, condition or circumstance that occurs or exists, or fails to occur or exist whether before, on or after the Closing Date, irrespective of whether such claim is brought before, on or after the Closing Date, other than any Liability that relates to any Environmental Claim or Environmental Law with respect to the Shared Real Property or with respect to any Materials of Environmental Concern on, in , under or migrating form any real property previously owned, leased or used by the Business that is not included in the Purchased Assets (collectively, the “ Excluded Environmental Matters ”).

           Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assume or agree to discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to discharge or perform, any liability, obligation or indebtedness of Sellers, whether primary or secondary, direct or indirect, other than the Assumed Liabilities.

           1.4       Retained Liabilities . The Retained Liabilities shall consist of the following:

                    (a)       all Liabilities relating to Retained Taxes;

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                    (b)       all Liabilities to the extent related to the Retained Assets, including all Liabilities relating to any business of Sellers other than the Business;

                    (c)       all Liabilities to the extent related to the Transferred Entities Retained Assets;

                    (d)       any Indebtedness of any Seller or any Transferred Entity or any Liability relating to any interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate insurance agreements, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements or any other similar Contract designed to alter the risks arising from fluctuations in interest rates, currency values or commodity prices of any Seller or Transferred Entity;

                    (e)       except as otherwise provided in Section 5.8 or as required by local law and the Acquired Rights Directive, any Liabilities arising in connection with or relating to any U.S. Benefit Plan or Foreign Benefit Plan; and

                    (f)       all Liabilities that relate to any Environmental Claim or Environmental Law arising out of any action, omission, condition or circumstance that occurs or exists, or fails to occur or exist whether before, on or after the Closing Date, irrespective of whether such claim is brought before, on or after the Closing Date, to the extent related to the Shared Real Property or Excluded Environmental Matters.

           1.5       Liabilities of the Transferred Entities . The parties agree that none of the Liabilities of the Transferred Entities shall be assumed by Purchaser pursuant to Section 1.3 and that, except to the extent specifically referenced in Section 1.4 , none of the Liabilities of the Transferred Entities shall be allocated to Sellers pursuant to Section 1.4 , but that such Liabilities shall be retained by the respective Transferred Entity in the same manner before and after the Closing Date without any change therein as a result of the transactions contemplated hereunder, except as otherwise set forth herein; provided that at the Closing Sellers will assume and agree to discharge and perform when due all Liabilities (if any) of the Transferred Entities that do not relate to the Business.

           1.6       Purchase Price . The aggregate purchase price (the “ Purchase Price ”) to be paid for the Purchased Assets acquired by Purchaser pursuant to this Agreement, as may be adjusted pursuant to Section 1.7 , shall be (a) $800,000,000 in cash (the “ Cash Consideration ”) and (b) that number of validly issued, fully paid and nonassessable shares of common stock of Purchaser (the “ Shares ”) (rounded down to the nearest whole share) equal to the quotient determined by dividing $250,000,000 by the Issuance Price (the “ Stock Consideration ”). “ Issuance Price ” means the VWAP Price during the 10 consecutive trading days ending on (and including) the date that is two (2) trading days prior to the Closing Date (such 10-day period, the “ VWAP Measurement Period ”); provided , however , that Purchaser shall have the right, at Purchaser’s option, which shall be communicated to Honeywell in writing no later than one Business Day prior to the Closing Date, to substitute cash for a portion of the Stock Consideration; provided, further that in no event may Purchaser pay a number of shares of common stock of the Purchaser that is less than 6,000,000 shares of common stock of Purchaser; however, less than 6,000,000

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shares may be delivered so that the value of the shares delivered (as determined above) will equal $250,000,000. At the Closing, Purchasers shall (i) deliver the Cash Consideration to Sellers by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by Sellers no later than three (3) days prior to the Closing Date, (ii) deliver the Stock Consideration to Sellers, and (iii) assume the Assumed Liabilities; such Cash Consideration and Stock Consideration to be allocated to Sellers in accordance with Sections 2.4(a) and 2.4(b) .

           1.7       Purchase Price Adjustment and Treatment of Cash of Transferred Entities. At least five (5) Business Days prior to the Closing, Honeywell shall provide Purchaser with an estimated statement of cash and cash equivalents of the Transferred Entities as of the Effective Time (such amount, the “ Estimated Transferred Cash ”). Honeywell shall use commercially reasonable best efforts to cause the cash and cash equivalents of the Transferred Entities as of the Effective Time to be distributed from the Transferred Entities to a Seller (or any Affiliate of a Seller) prior to Closing; however such distribution shall not be in violation of applicable Law. Prior to the Closing, Sellers and Purchaser shall cooperate in good faith to resolve any disputes as to such amount of the Estimated Transferred Cash. At the Closing, the Cash Consideration shall be increased by the amount of any Estimated Transferred Cash. During the thirty (30) day period following the Closing, Honeywell and Purchasers shall cooperate in good faith to determine the actual amount of cash and cash equivalents of the Transferred Entities as of the Effective Time (such amount, the “ Actual Transferred Cash ”). The parties will submit to each other such supporting documentation as necessary to determine the amount of the Actual Transferred Cash. Following the final determination of Actual Transferred Cash, (i) if the Estimated Transferred Cash exceeds the Actual Transferred Cash, Sellers shall refund such excess amount to Purchaser in cash, and (ii) if the Estimated Transferred Cash is less than the Actual Transferred Cash, Purchasers shall pay such shortfall amount to Sellers in cash, in each case, within three (3) Business Days by wire transfer of immediately available funds to an account indicated by the applicable party. Any amounts paid pursuant to this Section 1.7 shall be treated as adjustments to the Purchase Price.

ARTICLE II
CLOSING; CLOSING DELIVERIES

           2.1       Closing Date . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at 10:00 a.m., local time, at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York on the third business day after all conditions to the obligations of Purchaser and Sellers under Articles VI and VII of this Agreement shall have been satisfied or, to the extent permitted by applicable Law, waived (other than those conditions that by their nature are to be satisfied at Closing, but subject to their satisfaction or waiver), or at such other place and time as the parties may agree (the “ First Eligible Closing Date ”). Notwithstanding the foregoing, at the option of Purchaser (the “ Purchaser Closing Option ”) the Closing may take place on a date that is the earlier of (a) a business day on or after the First Eligible Closing Date during the Marketing Period to be specified by Purchaser on no less than three business days notice to Honeywell and (b) the final day of the Marketing Period; provided that Purchaser shall not be obligated to close the transactions contemplated by this Agreement on or before August 15, 2008 so long as the Purchaser has used its commercially reasonable best efforts to pursue the Alternate Financing through July 7, 2008 and Purchaser is using its commercially reasonable best efforts to obtain the Financing. The date on which the Closing

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occurs is referred to herein as the “ Closing Date ”. “ Marketing Period ” shall mean the first period of 20 Business Days after the Initiation Date; provided, that the Marketing Period shall not include any period that includes any of the period from August 16, 2008 through and including September 1, 2008, provided further, that the Marketing Period shall end on any earlier date that is the date on which the Financing is consummated. “ Initiation Date ” shall mean the day that is the later of (i) ten (10) days following the date of receipt by Purchaser of the Audited Financial Statements or (ii) five (5) days following receipt by Purchaser of the Marketing Interim Financial Statements for the quarterly period ended March 29, 2008.

           2.2       Effectiveness . The consummation of the transactions contemplated by this Agreement shall be deemed to take place at 12:01 a.m. local time on the Closing Date (the “ Effective Time ”).

           2.3       Closing Deliveries . At the Closing,

                    (a)       Sellers shall deliver or cause to be delivered to Purchaser the following:

                             (i)       An executed copy of the Stockholder Agreement;

                             (ii)       An executed copy of an assignment and assumption agreement providing for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement);

                             (iii)       Such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Purchased Assets to Purchaser in accordance herewith;

                             (iv)       An executed copy of the Transition Services Agreement;

                             (v)        An executed copy of the Supply Agreement;

                             (vi)        An executed copy of the Intellectual Property License Agreement;

                             (vii)        An executed copy of the Sublease;

                             (viii)       Subject to Section 1.1(f) , executed assignment and assumption agreements, in the form attached hereto as Exhibit G , with respect to each Assumed Real Property Lease (collectively, the “ Real Property Lease Assignments ”);

                             (ix)         Executed stock transfer agreements, asset transfer agreements and/or other instruments of conveyance with respect to the transfer of any portion of the Purchased Assets outside the United States (including, without limitation, Equity Interests in entities organized in jurisdictions outside the United States, in forms reasonably acceptable to Purchaser; it being understood that such agreements and/or other instruments of conveyance are intended solely to formalize such foreign transfers in order to comply with any local Laws pertaining thereto) (“ Foreign Transfer Agreements ”);

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                             (x)          Certificates representing the Equity Interests, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or Sellers shall have taken such other actions as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser;

                              (xi)       A certificate from each Seller, in form and substance reasonably satisfactory to Purchaser, establishing that the transfer of the Purchased Assets is exempt from withholding under Section 1445 of the Code;

                              (xii)       Required documentation in connection with Transfer Taxes, if any, including, any valid VAT invoice;

                              (xiii)       Resignations of those officers and directors of any Transferred Entity who are not employees of such Transferred Entity which Purchaser shall request in writing before the Closing;

                              (xiv)       Books and records of the Transferred Entities, including for each, the corporate minute book, seal (where applicable) and stock ledger book; and

                              (xv)       an executed copy of a termination notice in substantially the form attached hereto as Schedule 2.3(a)(xv) given by Honeywell Deutschland GmbH to HCS Germany with regard to the domination and profit transfer agreement ( Beherrschungs-und Gewinnabführungsvertrag ) in place between such parties, including a confirmation of receipt of such notice by HCS Germany.

                     (b)       Purchaser shall deliver to Sellers the following:

                              (i)       the Cash Consideration pursuant to Section 1.6 ;

                              (ii)       Certificates representing the Stock Consideration registered in the name of Honeywell (or one or more of its designated Affiliates), which certificate(s) may be legended as provided in the Stockholder Agreement;

                              (iii)       Executed copies of the Stockholder Agreement, the Assignment and Assumption Agreement, the Transition Services Agreement, the Supply Agreement, the Intellectual Property License Agreement, the Real Property Lease Assignments, and the Sublease

                              (iv)       An opinion of counsel as to the valid issuance of the Stock Consideration;

                              (v)        Required documentation in connection with Transfer Taxes, if any, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxes; and

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                             (vi)        All such other documents and instruments of assumption as shall be reasonably necessary for Purchaser to assume the Assumed Liabilities in accordance herewith.

           2.4       Allocation of Purchase Price .

                    (a)       The portion of the Purchase Price allocated to the Equity Interests in each of the Transferred Entities and to the Purchased Assets (net of Assumed Liabilities) of Honeywell UK shall be as set forth on Exhibit A1; provided, however, in the event that the payment of the Stock Consideration according to the existing allocation in Exhibit A1 has a material adverse consequence to one or more of the Purchasers individually or in the aggregate, then the parties shall revise the amounts set forth under the Cash and Purchaser's Stock columns in Exhibit A1 prior to Closing to allocate the Stock Consideration to the Purchased Assets of Honeywell and the Cash Consideration to the Equity Interests and the Purchased Assets of Honeywell UK to the extent necessary to reduce or eliminate such adverse consequence. This allocation shall be binding on the parties for federal, state, local, foreign and other Tax reporting purposes, and no party will assert or maintain a position inconsistent with this allocation. The amounts set forth for the Transferred Entities on Exhibit A1 shall be revised to reflect any Purchase Price adjustments made under Section 1.7.

                    (b)       The balance of the Purchase Price as also set forth on Exhibit A1 plus those Assumed Liabilities of Honeywell that constitute liabilities for federal income tax purposes (the “ Gross US Purchase Price ”) shall be allocated among the Purchased Assets of Honeywell in the manner required by section 1060 of the Code as shown on an allocation schedule to be prepared by Purchaser as soon as practicable after the Closing Date. The template of the allocation schedule is attached hereto as Exhibit A2 . Purchaser shall provide Honeywell with such allocation schedule and Purchaser shall make such revisions or changes to such schedule as shall be reasonably requested by Honeywell and approved by Purchaser, each acting in good faith. In the event Purchaser and Honeywell are unable to agree on the allocation of the Gross US Purchase Price in such manner, then each (acting reasonably and in good faith) shall be free to do its own allocation of the Gross US Purchase Price. In the event Purchaser and Honeywell do agree on the allocation of the Gross US Purchase Price, then such allocation shall be binding on them for federal, state, local and other Tax reporting purposes, including filings on Internal Revenue Service Form 8594, and neither of them will assert or maintain a position inconsistent with such allocation.

                    (c)       The portion of the Purchase Price allocated on Exhibit A1 to the Purchased Assets (net of Assumed Liabilities) of Honeywell UK plus the Assumed Liabilities of Honeywell UK (the “ Gross UK Purchase Price ”) shall be allocated among the Purchased Assets of Honeywell UK as shown on an allocation schedule to be prepared by Purchaser as soon as practicable after the Closing Date. The template of the allocation schedule is attached hereto as Exhibit A3 . Purchaser shall provide Honeywell UK with such allocation schedule and Purchaser shall make such revisions or changes to such schedule as shall be reasonably requested by Honeywell UK and approved by Purchaser, each acting in good faith. In the event Purchaser and Honeywell UK are unable to agree on the allocation of the Gross UK Purchase Price in such manner, then each (acting reasonably and in good faith) shall be free to do its own allocation of the Gross UK Purchase Price. In the event Purchaser and Honeywell UK do agree on the

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allocation of the Gross UK Purchase Price, then such allocation shall be binding on them for all Tax reporting purposes, and neither of them will assert or maintain a position inconsistent with such allocation.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF HONEYWELL

           Honeywell hereby represents and warrants to Purchaser that, except as set forth on the disclosure schedule delivered by Honeywell to Purchaser concurrently herewith (the “ Disclosure Schedule ”; which Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections of this Article III , and any information disclosed in any such section of the Disclosure Schedule shall be deemed to be disclosed only for purposes of the corresponding section of this Article III , unless it is reasonably apparent on the face of the disclosure contained in such section of the Disclosure Schedule that such disclosure is applicable to another section of this Article III ):

           3.1       Due Organization . Each of the Sellers and the Transferred Entities is a legal entity of the type described in Section 3.1 of the Disclosure Schedule, duly organized, validly existing and, with respect to entities organized within the United States and any other jurisdiction outside the United States in which the concept of good standing or its functional equivalent is applicable, in good standing or its functional equivalent under the Laws of the jurisdiction indicated in Section 3.1 of the Disclosure Schedule. Sellers and the Transferred Entities (a) have all requisite power and authority to conduct the Business as it is now being conducted, and (b) are duly qualified or otherwise authorized to do business in each of the jurisdictions in which the ownership, operation or leasing of the Purchased Assets and the conduct of the Business requires such entity to be so qualified or otherwise authorized, except to the extent that the failure to be so licensed, qualified, or otherwise authorized or in good standing would not result in material Liability to the Business.

           3.2       Authority . Each of the Sellers has the requisite corporate power and authority to execute, deliver and perform its respective obligations under this Agreement, the Transition Services Agreement, the Supply Agreement, the Assignment and Assumption Agreement, the Intellectual Property License Agreement, the Sublease, the Real Property Lease Assignments and the other documents and agreements contemplated hereby and thereby to which such Seller is a party (collectively, the “ Transaction Documents ”) and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Sellers of the Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the applicable Seller, and no other corporate or other proceedings on the part of Honeywell or any Seller are necessary to authorize the execution, delivery and performance by Honeywell and each Seller of this Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and upon their execution the Transaction Documents shall have been, duly executed and delivered by Sellers, and, assuming due authorization and delivery by Purchaser, this Agreement constitutes, and upon their execution the Transaction Documents shall constitute, a valid and binding obligation of Sellers, enforceable against Sellers in accordance with their respective terms, except (i) as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws

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now or hereafter in effect relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) that specific performance may not be available in certain jurisdictions outside the United States (collectively, the “ Enforceability Exceptions ”).

           3.3       Transferred Entities; Title to Equity Interests . The copies (and, where only a translation has been provided, the translation) of the organizational documents of the Transferred Entities, which have been Made Available to Purchaser, are true, accurate and complete (except in the case of the translations, which are true, accurate and complete in all material respects). For each Transferred Entity, Section 3.3 of the Disclosure Schedule sets forth (i) the nature of the equity interest held by Sellers or other Transferred Entities and, if applicable, the par value thereof, (ii) the holder of such equity interests, (iii) the number of such equity interests that are outstanding, and (iv) the percentage of the outstanding equity interests held by Sellers or other Transferred Entities (each such equity interest held by a Seller or Transferred Entity, an “ Equity Interest ”). (i) The Equity Interests constitute, and on the Closing Date will constitute, all of the issued and outstanding equity of each Transferred Entity, (ii) Sellers and the Transferred Entities are not, and prior to the Closing Date will not become, a party to or subject to any contract or obligation wherein any third party has, or will have, a right, option or warrant to purchase or acquire any rights in any additional capital stock or other equity securities of the Transferred Entities and (iii) there are no shareholder agreements, voting trusts or proxies or other agreements or understandings in effect with respect to the voting of the Equity Interests. All Equity Interests have been duly issued and are fully paid and non-assessable and not subject to any Encumbrances, except for Encumbrances arising in connection with this Agreement and those imposed by Purchaser. None of the issued Equity Interests was issued in violation of any preemptive rights. Each Seller which holds an Equity Interest has good title thereto and full beneficial ownership thereof and upon delivery of such Equity Interest against payment therefor pursuant to the terms of this Agreement, Purchaser will receive good title thereto, free and clear of all Encumbrances.

           3.4       No Conflict; Government Authorizations and Third Party Approvals .

                    (a)       Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices and subject to Section 7.4 , the execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation or breach of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Purchased Assets under, any provision of (i) any Material Contract or any Assumed Real Property Lease or lease listed on Schedule 1.3(c) or (ii) any organizational documents of any Seller or Transferred Entity, or (iii) any material Permit, any material Governmental Order or, subject to the matters described in Section 3.4(b) , any Law applicable to the Purchased Assets, except, in the case of clause (iii), to the extent that such conflicts, breaches, defaults or other matters would not (x) materially and adversely affect the ability of Sellers to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents or (y) result in material Liability to the Business or any material adverse change in or material adverse effect on the

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ability of Sellers to perform their obligations under this Agreement or to consummate the transactions contemplated hereby.

                    (b)       Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices, and subject to Section 7.4 , no material consent of, or registration, declaration, notice or filing with, any Governmental Authority or third party under a Material Contract is required to be obtained or made by any of the Sellers in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, other than those that, if not made or obtained, individually or in the aggregate would not result in material Liability to the Business or any material adverse change in or material adverse effect on the ability of Sellers to perform their obligations under this Agreement or to consummate the transactions contemplated hereby.

           3.5       Financial Statements .

                    (a)       Sellers have Made Available to Purchaser true and complete copies of the unaudited historical internal income and cash flow statements of the Business for the calendar years ended December 31, 2007, December 31, 2006 and December 31, 2005 and the unaudited historical internal balance sheets of the Business, as of December 31, 2007 and December 31, 2006 (collectively, the “ Year-End Financial Statements ”), and (ii) the unaudited historical internal income and cash flow statements of the Business for the period from January 1, 2008 through March 29, 2008 (the “ Interim Income and Cash Flow Statements ”) and the unaudited historical internal balance sheets of the Business as of March 29, 2008 (the “ Interim Statements of Net Assets ” and, together with the Interim Income and Cash Flow Statements, the “ Interim Financial Statements ”). The Interim Financial Statements and the Year-End Financial Statements are together referred to as the “ Financial Statements ”.

                    (b)       The Financial Statements were and the Audited Financial Statements and the Marketing Interim Financial Statements will be, prepared from the books and records of Sellers and the Transferred Entities. The Financial Statements present fairly, in all material respects, the financial position, cash flows and operating results of the Business as of the dates thereof and for the periods covered thereby, in accordance with GAAP, in all cases as modified by the Specified Accounting Policies, consistently applied, subject in the case of the Interim Financial Statements to year-end adjustments which are not material in the aggregate. The Audited Financial Statements will present fairly, in all material respects, the financial position, cash flows and operating results of the Business as of the date thereof and for the period covered thereby, in accordance with GAAP.

                    (c)       The internal controls over financial reporting (“ Internal Controls ”) utilized by Sellers with respect to the Business are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for Honeywell. To the Knowledge of Honeywell, there are no material weaknesses or significant deficiencies in the design or operations of the Internal Controls utilized by Honeywell with respect to the Business. Honeywell has implemented disclosure controls and procedures designed to ensure that material information relating to the Business is made known to the management of the Business by others within the Business.

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                     (d)       Sellers have Made Available to Purchaser true and complete copies of all auditors’ reports, management letters, and internal audit reports related to the Business and delivered to Honeywell in the last three (3) years.

            3.6       Absence of Certain Changes; Undisclosed Liabilities .

                     (a)       Except as required by this Agreement and the other Transaction Documents, since December 31, 2007 to the date hereof, Honeywell has operated the Business in the ordinary course of business consistent with past practice in all material respects, and no Seller (but only as it relates to the Business) or any Transferred Entity has:

                              (i)       permitted or allowed any of the Purchased Assets to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing Date;

                              (ii)       adopted a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization or other reorganization of the Business;

                              (iii)       (A) entered into any Material Contract or materially amended or modified or consented to the termination of any Material Contract (including Contracts with any officer, director or Affiliate of the Business) or waived or released any of Sellers’ material rights thereunder, in each case, other than in the ordinary course of business, or (B) increased the benefits under any bonus, incentive, insurance, deferred compensation, profit sharing, pension or other employee benefit plan or otherwise made or granted any general wage or salary increase with respect to the Business, other than with respect to this clause (B) in the ordinary course of business or pursuant to existing agreements or commitments or benefit plans or as required by Law;

                              (iv)       entered into or consummated any transaction involving the acquisition of the business, stock, assets or other properties of any other Person for consideration in excess of $1,000,000 in the aggregate (other than purchases of Inventory in the ordinary course of business consistent with past practice);

                              (v)        sold, transferred, pledged, mortgaged, encumbered, disposed of or otherwise granted any rights in a material amount of the Purchased Assets, other than pursuant to existing Contracts or the sale of Products in the ordinary course of business consistent with past practice;

                              (vi)        written down or written up (or failed to write down or up in accordance with GAAP, in all cases as modified by the Specified Accounting Policies consistent with past practice) the value of any Inventories or receivables or revalued any of the Purchased Assets other than in the ordinary course of business consistent with past practice and in accordance with GAAP, in all cases as modified by the Specified Accounting Policies;

                              (vii)        made any accounting changes except as required by GAAP, in all cases as modified by the Specified Accounting Policies;

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                              (viii)       changed the organizational documents of the Transferred Entities, or changed the authorized or issued capital stock of the Transferred Entities;

                              (ix)         cancelled (without replacing) any existing policies or binders of insurance maintained in respect of the Business;

                              (x)          amended, terminated, cancelled or compromised any material claims of Sellers (related to the Business) or waived any other rights of substantial value to the Sellers (related to the Business) other than in the ordinary course of business; or

                              (xi)       agreed, whether in writing or otherwise, to take any of the actions specified in this Section 3.6(a) , except as expressly contemplated by this Agreement and the other Transaction Documents.

                    (b)       Since December 31, 2007 to the date hereof, there has not been a Business Material Adverse Effect.

                    (c)       Other than (x) as and to the extent reflected or reserved for on the Interim Statement of Net Assets, or (y) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Interim Statement of Net Assets, there are no Liabilities associated with the Business, except for (i) Liabilities disclosed in the Disclosure Schedule or as to which no disclosure is required pursuant to any Section of the Disclosure Schedule because the Liability involves an amount which is less than the specific dollar threshold above which disclosure on such Section of the Disclosure Schedule is required, (ii) Liabilities under Contracts of the Business (other than with respect to a breach or default), (iii) the Retained Liabilities, (iv) Liabilities and obligations arising from or relating to any warranty or Product Recall claim or Product Liability Claim of the Business, and (iv) other Liabilities that do not individually exceed $15,000,000 or in the aggregate exceed $30,000,000. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.6(c) are not intended to limit or expand the scope of any other specific representation or warranty contained in this Agreement, including without limitation the representations contained in Sections 3.7 (Taxes), 3.8 (Intellectual Property) (other than the last sentence of 3.8(c)), 3.11 (Environmental Matters) (other than 3.11(b)), 3.12 (Employee Matters and Benefit Plans), 3.18 (Labor), 3.19 (Insurance), 3.21 (Warranties) and 3.22 (Product Liability) and no Liabilities with respect to the subject matters of such representations shall be a breach of this Section 3.6(c).

           3.7       Taxes .

                    (a)       Sellers and the Transferred Entities have duly and timely filed (or have had filed on their behalf) all Tax Returns relating to the Business required to be filed by or with respect to them (taking into account all validly obtained extensions) with the appropriate Taxing Authority. All such Tax Returns are complete, true and correct in all material respects and all Taxes shown as due on such Returns have been paid. Sellers and the Transferred Entities have paid or caused to be paid (whether to a Taxing Authority or another Person) on a timely basis, or have accrued, all material Taxes relating to the Business.

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                    (b)       There are no material Encumbrances for Taxes upon any of the Purchased Assets or any of the assets of the Transferred Entities, except for any Encumbrances for Taxes not yet due and payable and for which adequate reserves have been maintained.

                    (c)       There are no current or pending audits, examinations or other administrative or court proceedings for the assessment, adjustment or collection of Taxes specifically relating to the Business, and none of the Sellers nor any of the Transferred Entities has received, within the past five years, any written notice of any claims, actions, suits, proceedings or investigations for the assessment, adjustment or collection of Taxes specifically relating to the Business that have not been withdrawn, settled or paid in full.

                    (d)       There are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes or Tax deficiencies specifically relating to the Business.

                    (e)       Sellers, with respect to the Business, and the Transferred Entities are in material compliance with all applicable information reporting and Tax withholding requirements under U.S. federal, state and local Tax Laws, and foreign Tax Laws.

                    (f)       No claim has been made by a Taxing Authority in a jurisdiction where a Seller or a Transferred Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction with respect to the Business.

                    (g)       (A) None of Sellers nor any of the Transferred Entities with respect to the Business has engaged in any “listed transaction” as defined in Treasury Regulation Section 1.6011 -4(b), (B) no Transferred Entity is party to or bound by any Tax allocation, indemnity or sharing agreement or arrangement (except where all other parties to any such agreement or arrangement are Affiliates of Sellers) and (C) no Transferred Entity will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any transaction (including any adjustment pursuant to Section 481(a) of the Code or any comparable provisions of foreign law) the economic benefit of which has been realized prior to the Closing or by virtue of any closing agreement with any Taxing Authority.

                    (h)       Since December 31, 2007, no Transferred Entity has made (other than in the ordinary course of business consistent with past practice) or changed any material Tax election, Tax Return or method of Tax accounting, settled or compromised any material Tax liability, consented to any material claim or assessment relating to Taxes, surrendered any right to claim a refund in a material amount for Taxes, obtained any Tax ruling, waived the statute of limitations for any such material claim or assessment relating to Taxes or agreed to any extension of time with respect to an assessment or deficiency for a material amount of Taxes.

                     (i)       Sellers have Made Available to Purchaser and its representatives all federal and other material Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Sellers or any of the Transferred Entities specifically relating to the Business for the periods beginning after December 31, 2004.

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                    (j)       The applicable Seller has wholly owned, directly or indirectly, each Transferred Entity for at least seven (7) years. None of the Transferred Entities has any liability for any Taxes of any Person (except for Affiliates of Seller) as a result of being a member of a consolidated, combined, unitary or affiliated group that includes any other Person or otherwise joining in a fiscal unity, or by reason of transferee or successor liability, whether imposed by Law, contractual arrangement or otherwise.

                    (k)       None of Sellers that is not a United States person within the meaning of Section 7701(a)(30) of the Code is transferring under this Agreement any United States real property interest within the meaning of Sections 897 and 1445 of the Code. None of the Transferred Entities is or has been a passive foreign investment company within the meaning of Section 1296 of the Code.

                    (l)       All documents (other than those which have ceased to have any legal effect) (A) to which any Seller is a party, (B) which relate to the UK Business, (C) in the enforcement of which the Purchaser may be interested and (D) which are required to be stamped or adjudicated in order to be enforceable, have been duly stamped and adjudicated (as the case may be).

                    (m)       None of the Purchased Assets related to the UK Business is a capital item, the input tax on which could be subject to adjustment in accordance with the provisions of Part XV of the UK Value Added Tax Regulations 1995.

                    (n)       Honeywell UK is registered for VAT under VAT No. 452876421.

                    (o)       Honeywell UK has not operated, and has not agreed with any United Kingdom Taxing Authority to operate, any special arrangement (being an arrangement which is not based on relevant legislation or published practice) with respect to Tax relating to the UK Business.

                    (p)       All Purchased Assets located in the United Kingdom will be sold or otherwise transferred by Honeywell UK, none of such assets will be sold by Honeywell and the Purchased Assets of Honeywell UK are less then substantially all of its assets.

           3.8       Intellectual Property .

                    (a)       Section 3.8(a) of the Disclosure Schedule sets forth a true and complete list of the Registered Transferred Intellectual Property. The Registered Transferred Intellectual Property includes all Registered Intellectual Property owned by Sellers and used primarily in the operation of the Business as currently conducted and the Registered Transferred Intellectual Property has not been adjudged invalid or unenforceable.

                    (b)       Sellers own or have rights by a license or sublicense to use all Transferred Intellectual Property subject only to the terms of the license agreements set forth in Section 3.8(b) of the Disclosure Schedule. The Transferred Intellectual Property owned by Sellers is free of any Encumbrances except for Encumbrances that would not result, in the aggregate, in material Liability to the Business or Permitted Encumbrances.

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                    (c)       As of the date hereof, to the Knowledge of Honeywell, the conduct of the Business does not infringe or otherwise misappropriate the Intellectual Property of any third Person. As of the date hereof, there are no actions, suits or proceedings pending against Sellers alleging that the conduct of the Business infringes or otherwise misappropriates Intellectual Property of any third Person and, to the Knowledge of Honeywell, no such actions, suits or proceedings are threatened.

                    (d)       Sellers own all right, title and interest to or have a license to use and access all material IT Assets. The IT Assets, in all material respects, operate and perform in accordance with their documentation and functional specifications. The IT Assets that are material to the operation of the Business have not materially malfunctioned or failed within the past three (3) years and, to Honeywell’s Knowledge, do not contain any viruses, worms, trojan horses, bugs, faults or other devices, errors, contaminants or effects that materially disrupt or materially and adversely affect the functionality of any IT Assets or other Software or systems (other than periodic down-time experienced by the Business in the ordinary course and ordinary course delays incurred in the implementation of new Software functionality and/or additional memory installation and upgrades).

                    (e)       To the Knowledge of Honeywell no third Person is infringing any Registered Transferred Intellectual Property in any material respect.

                    (f)       For purposes of this Agreement, “ Intellectual Property ” means all (i) U.S. and foreign patents and applications therefor and all provisional applications, divisionals, reissues, re-examinations, extensions, continuations and continuations-in-part thereof (“ Patents ”), (ii) U.S. and foreign trademarks, trade dress, service marks, trade names, domain names, whether registered or unregistered, and pending applications to register the same, including all renewals thereof and all goodwill associated therewith (“ Trademarks ”), (iii) U.S. and foreign copyright, whether registered or unregistered, and pending applications to register the same, renewals and extensions in connection any such registrations, together with all translations thereof (“ Copyrights ”), (iv) know-how, (v) trade secrets, and (vi) mask works, utility and industrial models and applications therefor.

           3.9       Legal Proceedings. As of the date hereof, there are no actions, suits, investigations or proceedings pending against or, to the Knowledge of Honeywell, threatened against, any Seller relating to the Business, any Transferred Entity or any of the Purchased Assets by or before any Governmental Authority that are reasonably likely to result in monetary damages in excess of $500,000 or which seek equitable relief by or against any Seller relating to the Business, any Transferred Entity or any of the Purchased Assets. Since December 31, 2005 to the date hereof, no Seller (as it relates to the Business), any Transferred Entity or any of the Purchased Assets have been subject to any material Governmental Order, and to the Knowledge of Honeywell, there are no such material Governmental Orders threatened to be imposed. Since December 31, 2005 to the date hereof, there have been no formal or informal material governmental inquiries or investigations or internal material investigations or whistle-blower complaints pending or, to the Knowledge of Honeywell, threatened relating to, affecting or involving the Business or which could affect the legality, validity or enforceability of this Agreement, any other Transaction Document or the consummation of the transactions contemplated hereby and thereby. This representation and warranty does not apply to

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environmental matters, which are the subject of Section 3.11 , or Intellectual Property matters, which are the subject of Section 3.8 .

         3.10       Compliance with Laws; Permits .

                    (a)       Since December 31, 2005, the Business has been conducted and continues to be conducted in compliance in all material respects with all Laws and Governmental Orders applicable to the Business, any Seller (as it relates to the Business), any Transferred Entity or any of the Purchased Assets, and no Seller or any Transferred Entity has received to the Knowledge of Honeywell, any written notice of any material violation or alleged material violation of any such Law or Governmental Order.

                    (b)       Without limiting the generality of Section 3.10(a) , all exports and “deemed exports” for the Business have been made in all material respects in accordance with U.S. export controls rules (including the Export Administration Regulations and the International Traffic in Arms Regulations), and, to the Knowledge of Honeywell, no investigation has been initiated by any Governmental Authority that is currently pending or threatened in connection with any export transaction or relating to any audit, examination or investigation of any export activities of the Business except as would not result, in the aggregate, in material Liability to the Business or would result in any suspension of any activities of the Business that would be material to the Business. The Business is not subject to any Governmental Order, nor to the Knowledge of Honeywell is any Governmental Order threatened, that would bar it from exporting or otherwise limit its exporting activities as currently conducted, and there is no unresolved investigation or unpaid fine or penalty assessed by any Governmental Authority arising out of or related to the export transactions of the Business except as would not result, in the aggregate, in material Liability to the Business or would result in any suspension of any activities of the Business that would be material to the Business.

                    (c)       Without limiting the generality of Section 3.10(a) , no Seller, Transferred Entity or, to the Knowledge of Honeywell, any of their respective directors, officers, agents, representatives or employees (in their capacity as directors, officers, agents, representatives or employees) has, with respect to the Business: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the Business; (ii) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any other country, which is in any manner illegal under any Law of the United States or any other country having jurisdiction; or (iii) made any payment to any customer or supplier of the Seller or any officer, director, partner, employee or agent of any such customer or supplier for an unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, in respect of the Business, except as would not result, in the aggregate, in material Liability to the Business.

                    (d)       Sellers and the Transferred Entities have all material Permits that are necessary to the conduct the Business as presently being conducted. Sellers and the Transferred Entities are in compliance with, and for the past three years have been in compliance with, all

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such material Permits in all material respects. All such material Permits are in full force and effect. To the Knowledge of Honeywell, the Business is not being conducted in material violation or material default of such Permits, and no Seller or any Transferred Entity has received any written notification from any Governmental Authority threatening to revoke any such Permit.

                    (e)       Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, Intellectual Property, Environmental Laws, employee, labor and benefit plan matters, which subject matters are covered in their entirety and exclusively under Sections 3.7 , 3.8 , 3.11 , 3.12 and 3.18 , respectively.

         3.11       Environmental Matters.

                    (a)       Sellers, in connection with the Business, and the Transferred Entities are, and for the past four (4) years have been, in compliance with applicable Environmental Laws and Environmental Permits in all material respects and all past non-compliance has been resolved without any ongoing obligations to any Governmental Authority or capital costs that have not been incurred or accrued and set forth in the Interim Statement of Net Assets.

                    (b)       As of the date hereof, there is no Environmental Claim pending or, to the Knowledge of Honeywell, threatened against any Seller or Transferred Entity that specifically relates to the Business that would result in material Liability to the Business.

                    (c)       There is no condition on any Leased Real Property for which any Seller or Transferred Entity has an obligation to undertake any material Remedial Action pursuant to Environmental Laws or that would be expected to result in material Liability to the Business. There are no Materials of Environmental Concern present on, in, under or migrating from or, to the Knowledge of Honeywell, to the Leased Real Property, except as may be present at or used at the Leased Real Property in the ordinary course of business (including any building materials or equipment that may contain Materials of Environmental Concern that have not been Released to the environment and that are maintained in accordance with applicable Environmental Laws), and no disposal, Release or treatment of Materials of Environmental Concern has occurred from, on, in or under the Leased Real Property during the lease of such property by any Seller or any Transferred Entity, in each case, that would be expected to result in material Liability to the Business.

                    (d)       No Transferred Entity has engaged in the disposal, Release or treatment of Materials of Environmental Concern that would be expected to result in material Liability to the Business.

                    (e)       No Transferred Entity is conducting any Remedial Action relating to any Release or threatened Release, and no Seller is conducting any Remedial Action relating to any Release or threatened Release at the Leased Real Property or relating to the operations of the Business, in each case, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law or Environmental Permit.

                    (f)       None of the Leased Real Property is listed or, to the Knowledge of Honeywell, is proposed for listing or, to the Knowledge of Honeywell, adjoins any other

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property that is listed or proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any analogous federal, state or local list.

                    (g)       Sellers have Made Available to Purchaser copies of (i) any environmental assessment or audit reports or other similar studies or analyses relating to the Business or the Leased Real Property, and (ii) all insurance policies issued at any time that may provide coverage to Sellers or the Business for environmental matters.

                    (h)       Except as set forth in Section 3.11 of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will require any Remedial Action or notice to or consent of Governmental Authorities or third parties pursuant to any applicable Environmental Law or Environmental Permit.

For purposes of this Agreement, (i) “ Environmental Claims ” means any claim, cause of action, investigation, proceeding, consent order, consent agreement, or notice by any person or entity alleging potential Liability arising out of, based on or resulting from (A) the presence, or release into the environment of, or exposure to, any Material of Environmental Concern at any location, or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law, (ii) “ Environmental Laws ” means all federal, interstate, state, local and foreign Laws relating to pollution or protection of human health, safety, the environment or natural resources damages, including Laws relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, discharge, generation, treatment, storage, disposal, transport or handling of Materials of Environmental Concern, (iii) “ Materials of Environmental Concern ” means any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601, et seq.); any “hazardous waste” as that term is defined in the Solid Waste Disposal Act (42 U.S.C. § 6901, et seq.); and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), as amended (including as those terms are further defined in rules or regulations promulgated pursuant to the foregoing statutes), and including without limitation any petroleum product, breakdown product or byproduct, solvent, radioactive material, toxic mold or asbestos, (iv) “ Release ” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Materials of Environmental Concern into the environment, (v) “ Remedial Action ” means all action to (A) clean up, remove, treat or handle in any other way Materials of Environmental Concern in the environment; (B) restore or reclaim the environment or natural resources, including the payment of natural resource damages; (C) prevent the Release of Materials of Environmental Concern so that they do not migrate, endanger or threaten to endanger public health or the environment, except for actions taken in the ordinary course of business to prevent the Release of Materials of Environmental Concern as they are used or stored in the ordinary course of business; or (D) perform remedial investigations, feasibility studies, corrective actions, closures and postremedial or postclosure studies, investigations, operations, maintenance and monitoring on, about or in any Leased Real Property, and (vi) “ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any applicable Environmental Law.

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         3.12       Employee Matters and Benefit Plans .

                    (a)       Each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement (including any “employee benefit plan” within the meaning of Section 3(3) of ERISA) that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee in the United States Business (other than statutory plans) has been listed on Section 3.12(a) of the Disclosure Schedule (each a “ U.S. Benefit Plan ” and collectively, the “ U.S. Benefit Plans ”). To the Knowledge of Honeywell, a complete and accurate copy of each U.S. Benefit Plan and the current summary plan description, if any of each U.S. Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment, to create, incur liability with respect to, or cause to exist, any employee benefit plans, programs or arrangements which would constitute U.S. Benefit Plans.

                    (b)       Each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee employed in the Non-United States Business has been listed on Section 3.12(b) of the Disclosure Schedule (other than statutory plans) (each a “ Foreign Benefit Plan ” and collectively, the “ Foreign Benefit Plans ”). To the Knowledge of Honeywell, a complete and accurate copy of each Foreign Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment to create, incur liability with respect to, or cause to exist, any employee benefit plan, program or arrangement which would constitute a Foreign Benefit Plan.

                    (c)       Neither Honeywell nor any Affiliate has incurred any liability which reasonably could be expected to subject the Purchaser to any material liability or obligation: (i) under Code Section 412 or Title IV of ERISA with respect to any “single employer plan” (as defined in ERISA Section 4001(a)(15); or (B) under Title IV of ERISA with respect to any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA)).

                    (d)       None of the U.S. Benefits Plans or Foreign Benefit Plans provide for the payment of separation, severance, termination or similar-type benefits to any Employee or obligates Sellers to pay separation, severance, termination or similar-type benefits to any Employee solely as a result of any transaction contemplated by this Agreement or as a result of a “change in control”, within the meaning of such term under Section 280G of the Code.

                    (e)       Neither Honeywell nor any Affiliate has incurred any liability which reasonably could be expected to subject the Purchaser to any material liability or obligation to provide continuing benefits or coverage under any welfare plan (as defined in Section 3(1) of ERISA) for any participant or any beneficiary of a participant after such participant’s termination

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of employment, except as may be required by Section 4980B of the Code or Section 601 ( et seq .) of ERISA (“ COBRA ”) or under any applicable state Law or National Law.

                    (f)       Each U.S. Benefit Plan and Foreign Benefit Plan complies in all material respects with any applicable Law governing such U.S. Benefit Plan or Foreign Benefit Plan, including ERISA and the Code, and is maintained in all material respects in accordance with its terms and the terms of any applicable collective bargaining agreement to the extent consistent with all such requirements of Law.

                    (g)       Section 3.12(g) of the Disclosure Schedule lists, as of the date hereof, all employees of the Business and designates those employees employed by a Transferred Entity.

                    (h)       Section 3.12(h) of the Disclosure Schedule lists the names and the sites of employment or facilities of those individuals who suffered an “employment loss” (as defined in the WARN Act) at any site of employment or facility of the Business within the United States during the 90-day period prior to the date hereof, together with the date of each such employment loss. With respect to each such “employment loss,” the Sellers complied in all material respects with the notice requirements contained in the WARN Act.

         3.13       Material Contracts .

                    (a)       Except as set forth in Section 3.13 of the Disclosure Schedule, as of the date hereof, there are no Contracts included in the Purchased Assets (i) containing covenants that limit or purport to limit the ability of a Seller or Transferred Entity to compete in any line of business or with any Person, industry or geographical area or during any period of time, that relates to the Business; (ii) which expressly creates a partnership or joint venture or similar arrangement that relates to the operation of the Business; (iii) for the sale or exclusive license of any material assets of the Business other than Inventory or Products or for the furnishing of services by a Seller or Transferred Entity other than in the ordinary course of business consistent with past practice; (iv) which is a collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (v) between or among a Seller or Transferred Entity, on the one hand, and one or more Affiliates of a Seller (other than another Seller or Transferred Entity), on the other hand; (vi) under which the Business has made payments in excess of $2,000,000 in the last fiscal year or anticipate making payments in excess of $2,000,000 in the current fiscal year (other than purchase orders or invoices entered into in the ordinary course of business and ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (vii) involves the sale, development, use or license of any Intellectual Property that is primarily used in the conduct of and material to the Business other than non-exclusive licenses entered into in the ordinary course of business; (viii) under which the Business received payments in excess of $2,000,000 in the last fiscal year or anticipates receiving payments in excess of $2,000,000 in the current fiscal year (other than sales orders or invoices entered into in the ordinary course of business); or (ix) containing any “take-or-pay” or “requirements” provision requiring any Seller (relating to the Business) or any Transferred Entity to make a minimum payment for or purchase a minimum quantity of goods and services from third party suppliers irrespective of usage, except for Contracts under this clause (ix) which require

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payments by or to the Business of less than $1,000,000 per annum. Each such contract described in clauses (i)-(ix) is referred to herein as a “ Material Contract .”

                    (b)       As of the date hereof (i) Each Seller and Transferred Entity is not in material breach of or default under any Material Contract to which such Seller or Transferred Entity is a party and, to the Knowledge of Honeywell, no other party to any Material Contract is in breach thereof or default thereunder, (ii) o the Knowledge of Honeywell, neither any Seller nor any Transferred Entity has received any written notice or claim of material default under any Material Contract or, as of the date of this Agreement, any written notice of an intention to terminate or challenge the validity or enforceability of any Material Contract and to the Knowledge of Honeywell, no such action is threatened, and (iii) to the Knowledge of Honeywell, no event has occurred that, with or without notice or lapse of time or both, would result in a material breach or default under any Material Contract by Honeywell. Sellers have Made Available to Purchaser true and complete copies of each Material Contract, including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof. Sellers have not posted any surety bond or letter of credit with respect to the Business.

                    (c)       Each Material Contract is valid and binding on the applicable Seller and/or Transferred Entity and, to the Knowledge of Sellers, on the other parties thereto subject to the Enforceability Exceptions.

         3.14       Customers and Suppliers . Section 3.14 of the Disclosure Schedule sets forth a true and complete list of (a) the top 15 third party customers of the Business (by revenue) during the last fiscal year and for the current fiscal year to March 29 (the “ Key Customers ”), and (b) the top 10 suppliers of the Business during the last fiscal year and for the current fiscal year to March 29 (the “ Key Suppliers ”). Since December 31, 2007 to the date hereof, no Key Customer or Key Supplier has canceled or otherwise terminated its relationship with the Business, and, to the Knowledge of Honeywell, the Business has not received any written notice from any Key Customer or Key Supplier to the effect that any such Key Customer or Key Supplier intends to terminate or materially adversely modify its relationship with the Business. Since December 31, 2007 to the date hereof, Sellers have not granted any price decreases or rebates to any Key Customer, other than in the ordinary course of business consistent with past practice.

         3.15       Real Properties .

                    (a)       Except with respect to certain of the Shared Real Property, which are partially held for use in the Business and is addressed in the Transition Services Agreement, Sellers and the Transferred Entities do not own any real property used or held for use primarily in the conduct of the Business as it is currently being conducted. None of the Purchased Assets and none of the assets of Transferred Entities consists of owned real property.

                    (b)       With respect to each Assumed Real Property Lease or any lease listed on Schedule 1.3(c) , (i) such lease is in full force and effect, (ii) neither any Seller or Transferred Entity nor, to the Knowledge of Honeywell, the landlord under such lease is in material default thereunder, and (iii) to the Knowledge of Honeywell, no condition exists which with notice or

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lapse of time or both would constitute a material default by any Seller or Transferred Entity under such lease.

         3.16       Title to Personal Property and Inventory .

                    (a)       A Seller or Transferred Entity, as the case may be, has good and valid title to all owned Personal Property and Inventory, free and clear of any Encumbrances, other than Permitted Encumbrances.

                    (b)       Subject to amounts reserved therefor on the Interim Statement of Net Assets or as described in the Specified Accounting Policies, the values at which all Inventories are carried on the Interim Statement of Net Assets reflect the historical inventory valuation policy of the Business of stating such Inventories at the lower of cost (as determined on an actual lot basis) or market value. The Inventories do not consist of any items held on consignment. No clearance or extraordinary sale of the Inventories has been conducted since December 31, 2007. Net of reserves in the Financial Statements and Marketing Interim Statements, the Inventories are, in all material respects, in good condition.

                    (c)       Items of Inventory purchased by Sellers or the Transferred Entities since January 1, 2000 are, in all material respects, (i) factory new, (ii) duly certified by the original factory manufacturer with all manufacturer certifications obtained or available and test reports where required by a customer, (iii) in the case of Inventories to be sold to aerospace or defense customers, fully traceable to the manufacturer and (iv) in conformity in all material respects with applicable industry standards or regulations set forth by Law, by relevant Governmental Authorities or by the relevant customer Contract to which such Inventories relate, and in the case of Inventories to be sold to defense aerospace customers, in compliance with any applicable Department of Defense rules and regulations (including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement) incorporated into Contracts awarded prior to the date hereof or with Federal Aviation Administration rules and regulations.

         3.17       Sufficiency of Assets . Except for the assets and services to be made available pursuant to the Transition Services Agreement, the Intellectual Property License Agreement and the Supply Agreement, the Retained Interests and the assets and services set forth on Section 3.17 of the Disclosure Schedule, the Purchased Assets constitute all the assets primarily used in the Business and necessary for the continued conduct of the Business as currently conducted in all material respects. Sellers have caused the Personal Property to be maintained in all material respects in accordance with good business practice, and all the Personal Property is, in the aggregate, in good operating condition and repair in all material respects (ordinary wear and tear excepted). Since December 31, 2007 to the date hereof, the Sellers have not suffered any casualty loss or damage with respect to tangible Purchased Assets which in the aggregate have a replacement cost of more than $1,000,000, whether or not such loss or damage shall have been covered by insurance

         3.18       Labor .

                    (a)       Except, with respect to national collective bargaining agreements and European work councils, there are no collective bargaining agreements or any other labor-related

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agreements with any labor union or labor organization applicable to employees of the Business nor is any such agreement currently being negotiated. From May 31, 2007 through (but not including) the date hereof, no union or association has been certified or recognized, or brought any proceeding or petition seeking certification, as the collective bargaining representative of any Employees, or, to the Knowledge of the Sellers, has attempted to engage in negotiations regarding terms and conditions of employment of any Employees.

                    (b)       No work stoppage involving the Business is pending or, to the Knowledge of Honeywell, threatened by any labor dispute which would result in material Liability to the Business; and

                    (c)       The Business is in compliance in all material respects with all Labor Laws.

         3.19       Insurance . Section 3.19 of the Disclosure Schedule sets forth a list of all current material insurance policies carried by or for the benefit of Sellers relating to the Business and/or the Purchased Assets as of the date hereof (collectively the “ Insurance Policies ”). Sellers have Made Available to Purchaser complete copies of, or true and complete summaries of the material terms of, all Insurance Policies. To the Knowledge of Honeywell, all Insurance Policies are in full force and effect and the applicable insured parties have complied in all material respects with the provisions of such policies. To the Knowledge of Honeywell, neither any Seller, any Transferred Entity nor their respective Subsidiaries has received: (a) any written notice regarding the cancellation or invalidation of any of the existing Insurance Policies or regarding any actual or possible adjustment in the amount of the premiums or deductibles payable with respect to any such policies; or (b) any written notice regarding any refusal of coverage under, or any rejection of any claim under, any such policies. The insurance policies carried by or for the benefit of Honeywell and the Business are specifically noted in Section 3.19 of the Disclosure Schedule (collectively, the “ Parent Insurances ”), which, for the avoidance of doubt, do not include any captive insurance policies carried by or for the benefit of Honeywell and the Business.

         3.20       Finder’s Fee . Except for fees payable to JP Morgan and other fees for which Honeywell will be exclusively responsible, Sellers and the Transferred Entities have not incurred any liability to any party for any brokerage or finder’s fee or agent’s commission, or the like, in connection with the transactions contemplated by this Agreement or the Transaction Documents.

         3.21       Warranties . Set forth in Section 3.21 of the Disclosure Schedule is a true and correct copy of the terms of the standard warranties provided by Sellers or the Transferred Entities with respect to Products sold in connection with the Business as of the date hereof. No Seller or Transferred Entity has provided any warranty with respect to Products sold in connection with the Business that materially deviates from the standard warranties set forth in Section 3.21 of the Disclosure Schedule. There are no claims pending or, to Honeywell’s Knowledge, threatened against any Seller or Transferred Entity with respect to the quality of or absence of defects in such Products or services that would be expected to result in a material Liability.

         3.22       Product Liability . Since December 31, 2006, no Seller or any Transferred Entity has incurred any material Liability arising out of any Product Liability Claim or any Product Recall with respect to any Product distributed or sold by the Business.

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           3.23       Related Parties Transactions . None of Sellers’ Affiliates owns, utilizes or has an interest in any material assets of, performs any material services for, or on behalf of, the Business.

           3.24       Receivables . Set forth in Section 3.24 of the Disclosure Schedule is an aged list of the Receivables as of the date of the Interim Statement of Net Assets. Except to the extent, if any, reserved for on the Interim Statement of Net Assets or in the accounting records of the Business, all Receivables reflected on the Interim Statement of Net Assets arose from, and the Receivables existing as of the Closing will have arisen from, the sale of Inventory or services in the ordinary course of business consistent with past practice and, except as reserved against on the Interim Statement of Net Assets or in the accounting records of the Business, to the Knowledge of Honeywell, constitute or will constitute, as the case may be, only valid, undisputed claims of a Seller or Transferred Entity not subject to valid claims of setoff or other defenses or counterclaims other than normal cash discounts and penalties associated with nonconforming or late deliveries under customer Contracts, in each case accrued in the ordinary course of business consistent with past practice. A summary of such penalties incurred between January 1, 2008 and May 31, 2008, and the Business’s accounting treatment for such items, is set forth in Section 3.24 of the Disclosure Schedule.

           3.25       Investment Purpose. Sellers are accepting the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of federal securities laws.

           3.26       Status of Shares; Limitations on Transfer and Other Restrictions. Sellers acknowledge and understand that (i) the Shares have not been and will not be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or under any state securities Laws (other than in accordance with the Stockholder Agreement) and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) such exemption depends in part upon, and such Shares are being sold in reliance on, the representations and warranties set forth in this Article III , (iii) Sellers may have to bear the economic risk of all or a portion of the Shares for an indefinite period of time because the Shares must be held indefinitely unless subsequently registered under the Securities Act and applicable state securities Laws or unless an exemption from such registration is available, (iv) the Shares will be subject to certain restrictions on transfer, as set forth in the Stockholder Agreement, and (v) a restrictive legend in the form set forth in the Stockholder Agreement shall be placed on all certificates evidencing the Shares.

           3.27       Disclaimer of Other Representations and Warranties . Except as expressly set forth in this Article III and the Disclosure Schedule, Honeywell and Sellers do not make any representation or warranty, express or implied, at law or in equity, with respect to the Business or the past, present or future condition of any of its assets, Liabilities or operations, or the past, current or future profitability or performance, individually or in the aggregate, of the Business or any other matter, and Honeywell and each Seller specifically disclaims any such other representations or warranties.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

           Purchaser hereby represents and warrants to Sellers that, except as set forth on the disclosure schedule delivered by Purchaser to Honeywell concurrently herewith (the “ Purchaser Disclosure Schedule ”; which Purchaser Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections of this Article IV , and any information disclosed in any such section of the Purchaser Disclosure Schedule shall be deemed to be disclosed only for purposes of the corresponding section of this Article IV , unless it is reasonably apparent on the face of the disclosure contained in such section of the Purchaser Disclosure Schedule that such disclosure is applicable to another section of this Article IV ):

           4.1       Corporate Status . Purchaser is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization. Purchaser (a) has all requisite power and authority to carry on its business as it is now being conducted, and (b) is duly qualified or otherwise authorized to do business and is in good standing in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets and the conduct of its business requires it to be so qualified or otherwise authorized, except where the failure to have to be so qualified or otherwise authorized would not have a Purchaser Material Adverse Effect.

           4.2       Authority . Purchaser has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and no other corporate proceeding on the part of the Purchaser is necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution each of the Transaction Documents shall have been, duly executed and delivered by Purchaser, and, assuming due authorization and delivery by Sellers, this Agreement constitutes, and upon their execution each of the Transaction Documents shall constitute, a valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, subject to the Enforceability Exceptions.

           4.3       No Conflict; Required Filings .

                    (a)       Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices, the execution and delivery of this Agreement and the Transaction Documents do not, and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any material Encumbrance upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of incorporation, by-laws or other organizational or governing documents of Purchaser, (ii) any material Contract to which Purchaser is party or by which it is bound or (iii) any Governmental Order or, subject to the matters described in Section 4.3(b) , Law applicable to Purchaser or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such

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conflicts, violations, defaults, rights or Encumbrances that would not have a Purchaser Material Adverse Effect.

                    (b)       Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Purchaser in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby and thereby, other than those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or result in a Purchaser Material Adverse Effect.

           4.4       Legal Proceedings . There are no claims, actions, suits, investigations or proceedings pending or, to the Knowledge of Purchaser, threatened against Purchaser or any of its Affiliates, their businesses or any of their respective properties before any Governmental Authority properties which could affect the legality, validity or enforceability of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or that seek or are reasonably likely to result in monetary damages or which seek equitable relief by or against Purchaser or any of its Affiliates or any of their respective properties, except as would not have a Purchaser Material Adverse Effect. Since December 31, 2005, Purchaser or its Affiliates have not been subject to any Governmental Order, and to the Knowledge of Purchaser, there are no such Governmental Orders threatened to be imposed, which in either case would have a Purchaser Material Adverse Effect. Since December 31, 2005, there have been no formal or informal material governmental inquiries or investigations or internal investigations or whistle-blower complaints pending against or, to the Knowledge of Purchaser, threatened relating to, affecting or involving Purchaser’s business which would have a Purchaser Material Adverse Effect.

           4.5       Sufficient Funds . The Purchaser will, on the Closing Date have sufficient funds to enable it to pay the Purchase Price at the Closing as contemplated herein. Immediately following the Closing after giving effect to the transactions contemplated hereby, the Purchaser will be Solvent. As used herein, “ Solvent ” means with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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           4.6       No Reliance .

                    (a)       Purchaser is an informed and sophisticated purchaser and has engaged expert advisors who are experienced in the evaluation and purchase of the Purchased Assets, and has had such access to the personnel and properties of Sellers and the Transferred Entities (but only in so far as it relates to the Business) as it deems necessary and appropriate to make such evaluation and purchase.

                    (b)       Purchaser acknowledges that it has conducted, to its satisfaction, an independent investigation and has agreed to purchase the Purchased Assets based on its own inspection, examination and determination with respect to all matters and without reliance upon any representations, warranties, communications or disclosures of any nature other than those expressly set forth in Article III of this Agreement and has had full and complete access to the assets, properties and employees of the Business.

                    (c)       Without limiting the generality of the foregoing, Purchaser, in entering into this Agreement, is relying solely on the representations and warranties set forth in this Agreement and, except as expressly set forth in Article III of this Agreement (as modified by the Disclosure Schedule), neither Honeywell nor any Seller makes any representation or warranty, express or implied, at law or in equity, with respect to, and Purchaser expressly disclaims any reliance on, (i) any information, written or oral and in any form provided or Made Available (whether before or after the date hereof) to it or any of its agents, advisors, employees or representatives, including, without limitation, in “data rooms” (including on-line data rooms), management presentations, functional “break-out” discussions, oral or written responses to questions submitted on behalf of it or other communications between it or any of its agents, advisors, employees or representatives, on the one hand, and Honeywell or any of its agents, advisors, employees or representatives, on the other hand, or on the accuracy or completeness of any such information; (ii) any projections, estimates, business plans or budgets delivered to or Made Available to it or any of its agents, advisors, employees or representatives, or which is Made Available to it or any of its agents, advisors, employees or representatives after the date hereof, or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business; (iii) the condition of any of the Purchased Assets being transferred hereunder, which Purchaser is purchasing on an “AS IS, WITH ALL FAULTS” basis without any warranties or guarantees of any kind, express or implied, from any Honeywell or any Seller (including any warranties as merchantability, suitability or fitness for a particular purpose); (iv) the operation of the Business by Purchaser after Closing in any manner; or (v) the probable success or profitability of the ownership, use or operation of the Business by Purchaser after the Closing.

           4.7       Finder’s Fee . Except for fees payable to JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Credit Suisse (Cayman Islands Branch), J.P. Morgan Securities Inc., UBS Securities LLC and Credit Suisse Securities (USA) LLC and other fees, in each case for which Purchaser will be exclusively responsible, Purchaser has not incurred any liability to any party for any brokerage or finder’s fee or agent’s commission, or the like, in connection with the transactions contemplated by this Agreement or the Transaction Documents.

           4.8       SEC Filings; Financial Statements .

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                    (a)       Purchaser has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the “ SEC ”) since December 31, 2006 (collectively, the “ Purchaser SEC Reports ”). The Purchaser SEC Reports (i) were prepared in all material respects in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no SEC staff comments with respect to the Purchaser’s public filings that have not been made publicly available.

                    (b)       Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Purchaser SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Purchaser and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not be material in amount).

                    (c)       The Internal Controls utilized by Purchaser are designed to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements. To the Knowledge of Purchaser, there are no material weaknesses or significant deficiencies in the design or operations of the Internal Controls utilized by Purchaser. Purchaser has implemented disclosure controls and procedures designed to ensure that material information relating to Purchaser and its consolidated Subsidiaries is made known to Purchaser’s management by others within Purchaser and its consolidated Subsidiaries.

           4.9       Financing . Purchaser has delivered to the Company a complete executed copy of the debt commitment letter (together with a copy of the fee letter) relating to the financing contemplated by such debt commitment letter, redacted to remove all pricing fees and other financial information (but retaining any non-financial “market flex” terms) (such copy being the “ Redacted Fee Letter ”), dated as of the date hereof, by and among JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Credit Suisse (Cayman Islands Branch), J.P. Morgan Securities Inc., UBS Securities LLC and Credit Suisse Securities (USA) LLC and Purchaser, pursuant to which the Initial Lenders party thereto have committed, subject to the terms and conditions set forth therein, to provide or cause to be provided, debt financing to Purchaser (up to an aggregate amount of $1,550,000,000) in connection with the transactions provided for herein (the “ Debt Commitment Letter ”). The Debt Commitment Letter has not been amended or modified prior to the date hereof and the respective commitments contained in the Debt Commitment Letter have not been reduced, withdrawn or rescinded prior to the date hereof. The Debt Commitment Letter constitutes the legal, valid and binding obligations of the Purchaser and, to the Knowledge of Purchaser, the other parties thereto. The Debt Commitment Letter is subject to no contingencies or conditions of any kind whatsoever related to the funding of the full amount of

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the financing set forth in the Debt Commitment Letter (including any “flex provisions”), other than as set forth in the executed copies thereof Made Available to Sellers, including in the Redacted Fee Letter. No event has occurred which, with or without notice, lapse of time or both, would result in a breach or violation or constitute a default on the part of Purchaser under any term or condition of the Debt Commitment Letter. Purchaser has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof and has sufficient available funds to pay any commitment fees, funding fees and all other fees required by the Debt Commitment Letter to be paid on or prior to Closing. There are no conditions to funding the Financing contained in the fee letter other payment of applicable fees in connection with the Financing. Subject to the terms and conditions of the Debt Commitment Letter set forth therein and this Agreement, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letter would provide Purchaser with financing sufficient to consummate the Closing according to the terms of the Agreement, including payment of the Purchase Price and payment of all related fees and expenses.

          4.10       Absence of Certain Changes.

                     (a)       Except as required by this Agreement and the other Transaction Documents, since December 31, 2007 to the date hereof, Purchaser has operated its business in the ordinary course of business consistent with past practice in all material respects, and Purchaser has not (but only as it related to its business):

                              (i)       adopted a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization or other reorganization of the Purchaser’s business;

                              (ii)       entered into or consummated any material acquisition of the business, stock, assets or other properties of any other Person, or any material divestiture, joint venture or other material business transaction outside the ordinary course of business.

                              (iii)       made any accounting changes except as required by GAAP or other body of recognized accounting principles employed by Purchaser in keeping its books and records;

                              (iv)       changed the organizational documents of Purchaser, or changed the authorized or issued capital stock of Purchaser (except for the issuance of shares capital stock of Purchaser issuable pursuant to options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character obligating Purchaser to issue any shares capital stock of Purchaser outstanding on the date hereof);

                              (v)        failed to keep in full force and effect without material modification any existing policies or binders of insurance maintained in respect of the Purchaser’s business;

                              (vi)        amended, terminated, cancelled or compromised any material claims of Purchaser (related to the Purchaser’s business) or waived any other rights of substantial value to Purchaser (related to the Purchaser’s business); or

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                              (vii)        agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.10(a) , except as expressly contemplated by this Agreement and the other Transaction Documents.

                     (b)       Since December 31, 2007, except as expressly contemplated by this Agreement, or specifically disclosed in any Purchaser SEC Report filed since December 31, 2007 and prior to the date of this Agreement, there has not been any Purchaser Material Adverse Effect.

           4.11       Compliance with Laws . Except as would not have a Purchaser Material Adverse Effect, since December 31, 2005, (a) Purchaser’s business has been conducted and continues to be in compliance in all material respects with all Laws and Governmental Orders applicable to Purchaser and its business, and (b) Purchaser has not received, to the Knowledge of Purchaser, any written notice of any violation or alleged violation of any such Law or Governmental Order.

           4.12       Valid Issuance of Shares . The Shares comprising the Stock Consideration that will be issued to Sellers at Closing have been duly authorized, fully paid and are nonassessable and will be issued in compliance with all applicable federal and state securities laws. There is no outstanding option, warrant, right (including conversion and preemptive rights and rights of first refusal) of any Person with respect to the Shares. The Shares comprising the Stock Consideration will have been approved for listing on NASDAQ, subject to official notice of issuance, prior to Closing.

           4.13       Vote Required. No vote of any holders of any class or series of capital stock of or other equity interests in Purchaser is necessary to approve the issuance of the Shares.

           4.14       Disclaimer of Other Representations and Warranties . Except as expressly set forth in this Article IV, Purchaser made no representation or warranty, express or implied, at law or in equity, with respect to Purchaser, its Subsidiaries, its businesses or financial condition or any of its assets, liabilities or operations or any other matter, and any such other representations or warranties are hereby expressly disclaimed.

ARTICLE V
CERTAIN COVENANTS

           5.1       Conduct of Business . During the period from the date hereof until the Closing or earlier termination of this Agreement, except (i) as otherwise contemplated by this Agreement, (ii) as consented to in writing by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, provided that failure by Purchaser to respond to any request for consent within 5 business days of receiving such request shall be deemed to constitute consent, and (iii) as set forth in Schedule 5.1 , Sellers shall cause the Transferred Entities to:

                    (a)       conduct the Business and utilize the Purchased Assets in all material respects in the ordinary course of business;

                    (b)       use their commercially reasonable efforts consistent with past practices to maintain the Business intact, to retain their employees, and to preserve the good relations of their suppliers, customers and others with whom they have business relations (it being agreed that

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nothing herein shall prohibit Sellers or the Transferred Entities