SHARE PURCHASE AGREEMENT

means any material breach of, or any material inaccuracy in, any representation or warranty or any breach of, or material failure to perform or substantially comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any material event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

means Cabot Microelectronics Corporation, a corporation organized and existing under the laws of the State of Delaware, U.S.A., with its principal offices at 870 Commons Drive, Aurora, Illinois 60504, U.S.A. and its affiliates, direct and indirect, wholly owned subsidiaries, including, but not limited to the Buyer.

means the First Closing and the Second Closing.

means conflict with, or any violation of or default under (with or without notice or lapse of time, or both) any obligation or benefit, including, but not limited to, such conflicts, violations or defaults giving rise to a right of termination, cancellation, modification or acceleration of any obligation or benefit.

means any approval, consent, ratification, waiver or other required authorization.

means all of the transactions, including the First Transaction and the Second Transaction, contemplated by this Agreement.

means any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied).

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

means soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), publicly or privately owned treatment works, drains, sewer systems (including septic systems), wetlands, groundwaters, drinking water supply, stream sediments, ambient air (including indoor air) and any other environmental medium or natural resource.

means any cost, damages, expense, Liability, obligation or other responsibility arising from or under any Environmental Law or Occupational Safety and Health Law, including those consisting of or relating to:

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

(b)  any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damages, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law, including, but not limited to, attorney, expert and consultant fees and costs;

(c)   financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions ("Cleanup") required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages;

(d)  any compliance, corrective, remedial or other action or liability related to or arising from Eternal’s and Epoch’s operation of the Old Plant II on Eternal’s property; or

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

means any Legal Requirement, including but not limited to, Air Pollution Control Act, Water Pollution Control Act, Waste Clearance Act, Toxic Chemical Substance Control Act, Soil and Groundwater Pollution Remediation Act, at any time in force or effect in the ROC, relating to:

(a)  emissions, discharges, spills, Release of Hazardous Material into the Environment;

(b)  the use, treatment, storage, disposal, handling, manufacturing, transportation or shipment of Hazardous Material;

(c)  the regulation of storage tanks;

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

(e)  otherwise relating to pollution or the protection of human health or the Environment.

means the assets, Facilities, licenses, permits or any other Tangible Personal Property or intangible property owned or used by Epoch in the conduct of the Epoch Business as of the First Closing Date, as described under Section 6 of Schedule 2.A, except for (i) any rights related to 3D wire bond, (ii) 50% of the rights related to the patents application of 3D TSV, which has been filed by Epoch, and are to be co-owned by  Eternal and Buyer in accordance with Section 5.9, and (iii) the trademarks owned by Epoch with the word “Eternal” to be transferred to Eternal in accordance with Section 5 .10.

means the business as currently conducted by Epoch as of the date of this Agreement, which includes the development, production and sales of  chemical mechanical planarization (CMP) slurry products, CMP clean solutions, liquid crystal display slurry and clean products, and various other polishing products, including the resale of certain consumable products such as o-rings and filters, for use in various polishing and planarization applications for the semiconductor, flat panel display, and other industries, excluding the current business related to the wire bond in 3D applications.

Means the First Shares minus the number of shares transferred by the First Co-Sellers to Buyer in the First Closing.

Means the aggregate purchase price for the Eternal First Shares calculated based on the price per share set forth in the definition of “First Purchase Price”, subject to any Working Capital Adjustment as provided in Section 2.2(a)(ii).

Means the aggregate purchase price for the Eternal Second Shares calculated based on the price per share set forth in the definition of “First Purchase Price”.

Means the remaining shares of the issued and outstanding capital stock of Epoch held by Eternal after the First Closing.

Means the 40,516,442 shares of the issued and outstanding capital stock of Epoch owned by Eternal as of the date hereof and prior to the First Closing, which includes the one thousand (1000) shares to be transferred by Eternal to Buyer pursuant to Section 5.7.

Means any real property, leasehold or other interest in real property currently owned or operated by Epoch.

Notwithstanding the foregoing, for purposes of the definitions of "Hazardous Activity" and "Remedial Action" and Section 22 under the Schedule 2.A hereunder ("Environmental Matters"), "Facilities" shall mean any real property, leasehold or other interest in real property currently or formerly owned or operated by Epoch.

has the meaning under Section 3.1 (a).

has the meaning under Section 3.1 (a).

means the aggregate purchase price for the First Shares of fifty-nine-million-four-hundred-thousand United States Dollars (USD$59,400,000), which equates to the price per share of USD$1.44325388, multiplied by the number of First Shares (41,157,000), to be paid in an aggregate amount of NT$ converted at the closing spot buying exchange rate between one USD and NT$ as posted by Bank of Taiwan seven business days prior to the First Closing Date, subject to the Working Capital Adjustment, if any, provided for in Section 2.2(a)(ii).

has the meaning set forth in Paragraph C of the recitals above and includes the Major Co-Sellers.

means a total of 41,157,000 shares of the capital stock of Epoch, constituting 90% of the issued and outstanding capital stock of Epoch, to be delivered to the Buyer at the First Closing by Eternal and the First Co-Sellers, including and together with all rights, interests, entitlement to dividends, earnings and profits of Epoch as of the First Closing Date.

means the sale and purchase of the First Shares, and the indirect ownership and interests in the Epoch Business and Epoch Assets contemplated by this Agreement and any part of that transaction.

means the trust account for the First Trust Amount in accordance with Section 2.5 hereof .

means an amount equivalent to ten percent (10%) of the Eternal First Purchase Price plus five-hundred-thousand United States dollars (USD$500,000), to be deposited by Eternal into the First Trust Account at the First Closing, contemporaneous with Buyer’s payment of the First Purchase Price, in accordance with Section 2.5 hereof.

means generally accepted accounting principles for financial reporting in the ROC.

means with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) all equity holders' agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equity holders of any Person; and (c) any amendment or supplement to any of the foregoing.

means any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

means any:

(a)   nation, municipality, county, city, town,  village, district or other jurisdiction;

(b)   national, local, municipal, foreign or other government;

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

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

in the ROC or in any other jurisdiction in which Epoch conducts business or has business conducted on its behalf.

means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment or use (including any withdrawal or other use of groundwater) of Hazardous Material in, on, under, about or from any of the Facilities or any part thereof into the Environment and any other act, business, operation or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm, to persons or property on or off the Facilities.

means at any time, any substance, material or waste which is regulated by any Governmental Body, including any material, substance or waste which is defined as a “hazardous substance,” “contaminant,” “pollutant,” “general waste, “ “hazardous industrial waste,” “general industrial waste,” “public nuisance”, or “toxic chemical substance” under any provision of Environmental Law, and including radon, petroleum, petroleum products, asbestos (including, but not limited to, presumed asbestos-containing material or asbestos-containing material), radioactive material, PCB-containing materials, urea formaldehyde, polychlorinated biphenyls, trichloroethylene, perchloroethylene, mineral spirits, kerosene and naptha solvents.

means the amount of Losses to be indemnified under Section 8 of this Agreement.

means all inventories of Epoch, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Epoch in the production or sale of finished goods.

an individual will be deemed to have Knowledge of a particular fact or other matter if: (a) that individual is actually aware of that fact or matter; or (b)a prudent individual reasonably could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonable investigation regarding the accuracy of any representation or warranty contained in this Agreement.

A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving as a director of that Person has, or at any time had, Knowledge of that fact or other matter (as set forth in (a) and (b) above), and any such individual (and any individual party to this Agreement) will be deemed to have conducted a reasonable investigation regarding the accuracy of the representations and warranties made herein by that Person or individual.

Without limiting the foregoing, Eternal will also be deemed to have Knowledge of a particular fact or other matter if any officer or director of Epoch has, or at any time had, Knowledge of that fact or other matter (as set forth in (a) and (b) above).

means any real property lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement to which Epoch is a party and any other Epoch Contract pertaining to the leasing or use of any Tangible Personal Property.

means any law, code, regulation, statute or treaty, prevailing and in force in the ROC, whether national, local, foreign, international or multinational.

means with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown   absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

means all claims, expenses (including reasonable attorneys’ fees), losses and Liabilities in accordance with Section 8.1 hereof.

means those First Co-Sellers listed on Schedule 1-2 who will sign this Agreement for the limited purpose of committing to signing, and causing their relatives to sign, the Non-Eternal Share Purchase Agreements as provided in Section 2.1(a)(ii) hereof.

means any change, event or effect that is not directly and specifically attributable to CMC Group in Buyer’s reasonable determination (to the extent necessary, as supported by the assessment of an independent third party chosen by the Parties), and is or could reasonably be expected to be materially adverse to: (a) the results of operations, financial condition, business, prospects, rights, properties, assets (including any material damage or destruction or loss of any of the assets of Epoch that could materially and adversely affect its business) or Liabilities of Epoch, including materially adverse developments in the industry in which Epoch operates, (b) Epoch’s relations with its management, employees, creditors, suppliers, customers, or others having business relationships with Epoch, in each case, taken as a whole, (c) the ability of Epoch and Eternal to consummate the Contemplated Transactions or perform their obligations hereunder; provided, that conditions resulting from the announcement of the Contemplated Transactions shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a Material Adverse Effect, (d) any borrowing or Contracts to borrow money through loans or otherwise by Epoch that could materially and adversely affect its business, (e) any distribution or payment by Epoch to Eternal or to any entity controlled, directly or indirectly, by any of them (other than dividends properly declared) that could materially and adversely affect Epoch’s business, (f) any other change which materially and adversely affects the business or prospects of Epoch, including any material excursion related to any of Epoch’s products, or (g) any event which is outside Epoch’s Ordinary Course of Business that could materially and adversely affect its business.

means the shareholders of Epoch other than Eternal.

means the 5,213,558 shares of the issued and outstanding capital stock of Epoch owned by the Non-Eternal Shareholders as of the date hereof and prior to the First Closing.

means the currency of New Taiwan dollar in  ROC.

means the plant set forth on Schedule 1-3.

means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

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

(a)is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal operations of such Person; and

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

or

(c)is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal operations of other Persons that are in the same line of business as such Person.

means any Legal Requirement relating to the prevention of occupational accidents or protection of labor safety and health, including but not limited to, Labor Safety and Health Act, Factory Act, Environmental Agents Control Act, Labor Inspection Act, Protection for Workers Incurring Occupational Accidents Act and other applicable laws and regulations in the ROC.

means a party to this Agreement.

means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or any Governmental Body.

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

means the Leases of the properties listed on Schedule 1-4.

means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form .

means, in relation to the relevant Party, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Party.

means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

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

means the representations, warranties and covenants set out in Schedules 2 or 3 , as applicable.

means the Republic of China.

has the meaning under Section 3.1 (b).

has the meaning under Section 3.1 (b).

has the meaning set forth in Section 3.2(j).

means the Eternal Second Shares plus any shares sold by the Second Co-Sellers, to be delivered to the Buyer at the Second Closing by Eternal and the Second Co-Sellers, including and together with all rights, interests, entitlement to dividends, earnings and profits of Epoch as of the Second Closing Date, the aggregate of which constitutes 4,573,000 shares, which constitutes ten percent (10%) of the issued and outstanding capital stock of Epoch, minus not more than 0.5% of the total issued and outstanding capital stock of Epoch held by Non-Eternal Shareholders as of the First Closing, if any.

means the purchase price for the Second Shares calculated as follows: six-million-six-hundred-thousand United States Dollars (USD$6,600,000) (which is the price per share of USD$1.44325388, multiplied by the maximum possible number of Second Shares,   minus  the following: the sum of (a) an amount equal to i) the price per share of USD$1.44325388, multiplied by the number of shares delivered at the Second Closing by the Second Co-Sellers, if any; subtracted from ii) the price per share of USD$1.44325388, multiplied by the number of remaining shares, if any, held by Non-Eternal Shareholders immediately after the First Closing; plus, b) an amount equal to any dividends paid either by Epoch to Eternal or by Buyer to any Second Co-Sellers related to their shareholding in Epoch after the date of signing this Agreement; such Second Purchase Price to be paid in an aggregate amount of NT$ converted  at the closing spot buying exchange rate between one USD and NT$ as posted by Bank of Taiwan seven business days prior to the Second Closing.

means the sale and purchase of the Second Shares.

means the escrow account for the Second Trust Amount in accordance with Section 2.6 hereof .

means the Eternal Second Purchase Price, which amount shall be  deposited by the Buyer in the Second Trust Account at the First Closing in accordance with Section 2.6 hereof.

means Eternal, the First Co-Sellers and the Second Co-Sellers, if any, collectively.

means all machinery, equipment (including, but not limited to, demonstration equipment), tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than Inventories) of every kind owned or leased by Epoch (wherever located and whether or not carried on Epoch’s books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

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

means a Person that is not a party to this Agreement.

means the sum of the First Shares and the Second Shares.

means the sum of the First Purchase Price and the Second Purchase Price, the aggregate of which shall not exceed sixty-six-million United States dollars (USD$66,000,000), subject to the Working Capital Adjustment, if any, provided for in Section 2.2(a)(ii).

means confirmatory or additional due diligence (including, but not limited to (i) detailed due diligence related to formulas, composition information and raw materials constituting any part of Epoch’s product and intellectual property portfolios (ii) appraisals of property, plant and equipment, (iii) physical inventories, (iv) additional or subsequent financial information, and (v) employee information).

means United States dollars.

means the period from signing of this Agreement by the Parties until the date three years after the First Closing Date during which the Representations, Warranties and Covenants under this Agreement with respect to environmental issues are valid and in force.

means the period from signing of this Agreement by the Parties until the date three years after the First Closing Date during which the Representations, Warranties and Covenants in this Agreement with respect to all matters other than Taxes, pension and employee benefit matters, and environmental issues shall be valid and in force.

means the period from signing of this Agreement by the Parties until the date three years after the First Closing Date during which the Representations,  Warranties and Covenants in this Agreement with respect to all employee benefit matters shall be valid and in force.

means the period from signing of this Agreement by the Parties until the later of (i) the date three years after the First Closing Date and (ii) expiration of the statute of limitations applicable to tax years through calendar year 2008 and the period of calendar year 2009 prior to the First Closing Date, during which the Representations, Warranties and Covenants with respect to Taxes under this Agreement are valid and in force.

means as defined in Section 2.2 (a)(ii) and (iii).