Share Purchase Agreement

Definitions and Interpretation

4

Sale and Purchase of the Shares, Ancillary Transactions

18

Purchase Price and Payment, Guarantee, Refinancing

20

Signing

24

Conditions Precedent

25

Conduct of Business Pending Closing

29

Closing

31

Representations and Warranties of the Seller

34

Representations and Warranties of the Buyer

50

Claims

52

Limitations for Claims

54

Announcements

59

Confidentiality

59

Entire Agreement

61

Amendments

62

Costs

62

Assignment

62

Other Provisions

62

Tax related matters

63

Notices

69

Governing Law

71

Arbitration

71

Accounting Principles

Disclosure Letter (incl. Annexes 8.8.1, 8.8.2, 8.9.1, 8.9.2, 8.10.1 and Exhibits A and B

Index of Due Diligence Documentation

Form of Share Purchase Agreement regarding Pulse US, Inc.

Form of Business Transfer Agreement regarding the Dutch Assets

Terms of Toll Manufacturing Agreement Pulse Vietnam (MEMS)

Terms of HVT Sales and Cooperation Agreement (Victoria Line)

Net Working Capital

Guarantee from Altor Fund III GP Limited

Merger Filing Jurisdictions

Exceptions to Seller’s Pre-Closing Undertakings

Financial Statements

Net Financial Indebtedness

List of persons representing Seller’s Knowledge

Form of joint announcement

(1)

Pulse Denmark ApS , a limited liability company (in Danish: “ Anpartsselskab ”) (registered and validly existing under the laws of the Kingdom of Denmark under CVR No. 31 25 39 50 with the Danish Commerce and Companies Agency) with its registered office at Byleddet 12-14, 4000 Roskilde, Denmark (the “Seller” ),

and

(2)

Xilco A/S , a limited liability company (registered and validly existing under the laws of Kingdom of Denmark under CVR No. 31 27 02 35 with the Danish Commerce and Companies Agency) whose registered office is at c/o Altor Equity Partners A/S, Bredgade 29 III, DK-1260 Copenhagen K, Denmark (the “ Buyer ”).

(A)

WHEREAS, the Seller owns nominally DKK 191,893,432 shares of Pulse Components ApS, a limited liability company (registered with the Danish Commerce and Companies Agency under CVR No. 25 14 13 50, with its registered office at Byleddet 14, 4000 Roskilde, Denmark (the “ Company ”) representing all of the outstanding share capital of the Company (the “Shares” ) and, together with the Treasury Shares, all of the issued share capital of the Company; and

(B)

WHEREAS, the Seller wishes to sell and the Buyer wishes to buy the Shares upon the terms and subject to the conditions set forth in this Agreement.

(C)

WHEREAS, Pulse Engineering Inc., an Affiliate of the Seller, which holds all of the issued share capital of “Pulse US” (as defined below), and the Buyer will enter into a separate share transfer agreement relating to the transfer of all of the issued share capital of Pulse US from Pulse Engineering, Inc. to the Buyer.

(D)

WHEREAS, Pulse Nederland B.V. and the Buyer will enter into a separate asset transfer agreement relating to the transfer of the Dutch Assets (as defined below) from Pulse Nederland B.V. to the Buyer.

(E)

WHEREAS, the Parties and/or their Affiliates will enter into the Ancillary Transactions (as defined below):

(F)

WHEREAS, following consummation of the transactions described in Recitals (A) — (E) above the Seller and its Affiliates will have separated the MedTech Business (as defined below) from any other business of the Seller and its Affiliates and transferred the entire MedTech Business to the Buyer.

1.

Definitions and Interpretation

1.1

In this Agreement, unless the context requires otherwise:

means the generally accepted accounting principles applied in the United States of America (U.S. GAAP) supplemented by note 1 of the notes to the consolidated financial statements set forth in Technitrol, Inc.’s annual report on Form 10K for

the fiscal year ended December 26, 2008 attached as Schedule 1.1 ;

means with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person. For the avoidance of doubt, the Company shall be deemed to be an Affiliate of the Seller up to the Closing and thereafter be deemed to be an Affiliate of the Buyer;

has the meaning set out in Clause 8.21.1;

has the meaning set out in Clause 8.21.1;

means this agreement, including the preamble, the recitals, Exhibits and Schedules;

has the meaning set out in Clause 2.3;

means the Seller’s representations and warranties in Clauses 8.1.1-8.1.5 (Power and Authority), 8.2 (the Shares), 8.3

(Corporate Matters) and 8.4 (the Subsidiaries);

means JPMORGAN CHASE BANK, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer pursuant to a certain Credit Agreement, dated February 28, 2008 and Amendment Agreement, dated February 19, 2009 with Technitrol , Inc. and certain Affiliates;

has the meaning set out in Clause 11.2.1(b);

means any breach of any of the Warranties;

means a day on which commercial banks in Denmark generally are open for business;

has the meaning set out in the preamble;

has the meaning set out in Clause 3.7.1;

means a claim raised by the Buyer pursuant to Clause 10;

means a written notice of a Claim pursuant to Clause 10

stating in reasonable detail the nature of the Claim and the amount claimed;

has the meaning set out in Clause 1.2;

means the completion of the transactions contemplated by this Agreement as set out in Clause 7;

means the date of Closing as determined in accordance with Clause 7.1;

has the meaning set out in the recitals;

has the meaning set out in Clause 8.8.3;

means (i) the holding of more than fifty (50) per cent of the shares of a Person, or (ii) the right to exercise more than fifty (50) per cent of the voting power in a Person, or (iii) the right to appoint or remove the majority of the members of the board of directors or a similar governing body of a Person. The terms “Controlled”, “Controlling” and similar

expressions shall be construed accordingly;

means a certain Credit Agreement, dated February 28, 2008 and Amendment Agreement, dated February 19, 2009 between (i) Technitrol , Inc. and certain Affiliates and (ii) JPMORGAN CHASE BANK, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer;

means disclosed to the Buyer, its Affiliates, employees or advisers, in the Due Diligence Documentation or in the Disclosure Letter, so that a reasonably prudent buyer would be able to assess the effect of such fact, circumstance or matter on the Company or its business;

means the letter of the same date as this Agreement from the Seller to the Buyer, together with all documents and schedules attached to it, in which the Seller, acting in good faith and exercising its best reasonable efforts, has Disclosed all such matters in relation to the Seller’s representations and

warranties, which in the Seller’s opinion are material after having made due inquiries into such matters, and which letter is attached as Schedule 1.1.A hereto.

has the meaning set out in Clause 10.5.1;

means (i) this Agreement and (ii) the specific documentation concerning the MedTech Business listed in Schedule 1.1.B , which has been made available to the Buyer in the virtual data room, hosted by Merrill Corporation, as of May 30, at 1.00 am. Danish time.

has the meaning set out in Clause 2.3.2;

means any mortgage, charge, lien, pledge, option, right of first refusal, right of pre-emption or other security interest or encumbrance of any kind, other than Permitted Encumbrances;

has the meaning set out in Clause 3.2;

has the meaning set out in Clause 3.2;

has the meaning set out in Clause 1.2;

shall mean Deloitte or such other firm of independent certified public accountants as the Seller and the Buyer may agree;

means the Net Working Capital of the Medtech Business as of the Closing Date as agreed by Parties or determined by the Expert pursuant to Clause 3.7;

means the Initial Purchase Price adjusted for any deviations between the Initial Net Working Capital and the Final Net Working Capital to be made in accordance with Clause 3;

means has the meaning set out in Clause 8.5;

has the meaning set out in Clause 3.11;

means the design, manufacturing, marketing, sale and distribution of high volume

transducers and other components to cellular telephones, game consoles, PDAs and other similar appliances;

means the Buyer or the Seller, as the case may be, who seeks indemnification pursuant to the terms of this Agreement;

means the Buyer or the Seller, as the case may be, from whom indemnification is sought pursuant to the terms of this Agreement;

means the Net Working Capital of the MedTech Business as of March 27, 2009 as agreed by Parties or determined by the Expert pursuant to Clause 3.7;

means the amount set out in Clause 3.1;

means all and any patents, trade marks, service marks, rights in logos, rights in trade names, internet domain names, rights in designs, copyright (including rights in computer software), database rights, utility models, rights in know-how and other intellectual property rights, in each case whether

registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing;

has the meaning set out in Clause 8.10.1;

means any EU, federal, national, state, provincial, local or other law (including case law, administrative practice and applicable legal principles) or regulation in any country or jurisdiction, and regulations and orders issued thereunder;

has the meaning set out in Clause 8.9.2;

means a loss, claim, liability, cost or expense recoverable under the laws of Denmark and limited pursuant to the provisions of Clauses 10 and 11 of this Agreement;

has the meaning set out in Clause 11.2.1(a);

means any change that is material and adverse to the long

term future value of business, assets, results of operations or financial condition of the MedTech Business as a whole, except for, in each case, any change that results, directly or indirectly from, changes (w) in Danish or global economic conditions or financial markets, (x) generally affecting one or more companies in the industry in which the MedTech Business operates, and (y) in laws or accounting standards, principles or interpretations of general application, and (z) attributable to any litigation or loss of current or prospective customers or revenues as to which the Seller can furnish reasonable evidence occurred primarily from the announcement that the Seller has entered into this Agreement;

means a contract with an obligation for a MedTech Company to purchase or sell goods or services in excess of USD 500,000 per annum;

means the Seller’s and its Affiliates’ entire business, as conducted since March 1, 2008, comprising design,

manufacturing, marketing, sale and distribution of components to hearing aids and certain other highly specialized headsets, biopsy equipment, drug delivery pumps for insulin body worn pumps, memory modules for insulin pens, micro coils, electroporation products and other electromechanical medical technology products (including all assets and liabilities pertaining thereto, except those specifically exempted) .

means the Company, or a Subsidiary, or Pulse US;

means the design, manufacturing, marketing, sale and distribution of MEMS microphones.

has the meaning set out in Schedule 8.20;

has the meaning set out in Schedule 3.1;

means the ordinary course of the MedTech Business consistent with past custom and practice;

has the meaning set out in Clause 8.9.1;

has the meaning set out in the preamble;

has the meaning set out in Clause 8.11.1;

means Encumbrances reflected or taken into account in preparing the Financial Statements;

means any individual, company, partnership, joint venture or other entity of any kind or governmental authority;

has the meaning set out in Clause 14.4;

has the meaning set out in Clause 8.9.2;

means Pulse US, Inc. a corporation incorporated under the laws of the state of Illinois with its registered address at Pulse US, Inc., 12455 Ridgedale Drive, Suite 104, Minnetonka, MN 55305;

has the meaning set out in Clause 3.1;

has the meaning set out in Clause 3.7.2;

has the meaning set out in Clause 1.2;

has the meaning set out in the preamble;

has the meaning set out in Clause 8.22;

has the meaning set out in the recitals;

means each of Pulse ApS, CVR No. 10 36 09 86, Pulse Vietnam co. ltd. and, as a subsidiary to Pulse ApS, Pulse Polska Sp.zoo;

means any and all taxes of whatever nature imposed by any taxing jurisdiction, including without limitation (a) income taxes, (b) corporate taxes, (c) capital gains taxes, (d) payroll taxes, (e) value added taxes or sales taxes, (f) withholding taxes, (g) stamp duties, and (h) customs, as well as any interest, penalty, cost or expense resulting therefrom or relating thereto;

has the meaning set out in Clause 10.5.1; and

means shares (a) in the Company (i) held by the Company in the nominal amount of DKK 2,281,646 and (ii) held by Pulse ApS in the nominal amount of DKK 7,847,417 and (b) in Pulse ApS held by Pulse ApS in the nominal amount of DKK 21,000;

means the representations and warranties made by the Buyer or the Seller in this Agreement.

1.2

In this Agreement, unless the context requires otherwise:

amendments of this Agreement agreed by the Parties in writing.

(f)

References to “include”, “includes” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import.

(g)

This Agreement is the result of negotiations between the Parties and shall not be construed against any Party by reason of authorship of such Party of any of the provisions of this Agreement.

2.3.1

Pulse Engineering, Inc. shall sell to the Buyer all of the issued and outstanding shares in Pulse US, Inc., and the Buyer shall purchase such shares from Pulse Engineering, Inc. on the terms set forth in Schedule 2.3.1 .

2.3.2

Pulse Nederland B.V. shall (i) sell certain assets, (ii) transfer certain employees and (iii) assign (x) a certain intercompany contract between Pulse Nederland B.V. and the Company and (y) a certain lease agreement to the Buyer, and the Buyer shall purchase such assets and receive and assume rights and obligations relating to such employees and such contract on terms set forth in Schedule 2.3.2 (collectively the “Dutch Assets” ).

2.3.3

Pulse MEMS ApS and Pulse Vietnam co. ltd. shall enter into a toll manufacturing agreement providing for continued manufacturing until September 30, 2009 by Pulse Vietnam at its facilities in Vietnam of certain MEMS products to Pulse MEMS ApS for resale to its current customers to fulfil certain end-of-life obligations on terms set forth in Schedule 2.3.3 .

2.3.4

The Seller shall procure that if any MedTech Business assets or rights (i.e. assets and right used in connection with the conduct of the MedTech Business) are held by Seller or any of its Affiliates and is not transferred under this Agreement or the Ancillary Transactions, such assets or rights shall be transferred to the Buyer free of costs.

2.3.5

The Seller shall — irrespective of the limitations set forth in Clauses 11.1-11.4 — indemnify and hold harmless the Buyer and its Affiliates, including the entities constituting the MedTech Business, for any non-MedTech Business liabilities retained by the MedTech Companies after the

Closing Date, including for the avoidance of doubt any liabilities pertaining to the divestment of — or former ownership of — the HVT Business and the Mems Business (and the companies Pulse HVT ApS, Pulse MEMS ApS and Pulse Tech ApS) and other non-MedTech activities or assets and the property in Poland sold to Oticon (including costs and Taxes).

2.3.6

Pulse HVT ApS and Pulse ApS shall enter into a sales and cooperation agreement providing for continued supply from Pulse HVT ApS to Pulse ApSof components within the Victoria line for resale by Pulse ApSof such components to its current customers which have taken or sampled such products within the last 6 months before the Closing Date on terms set forth in Schedule 2.3.6 .

2.3.7

The Seller and the Buyer shall to the extent necessary cooperate on any temporarily continued shared functions.

3.2

Closing Purchase Price

The consideration to be paid at Closing (the “Closing Purchase Price” ) shall be the Initial Purchase Price (i) as adjusted USD for USD for any deviation in the estimated Net Working Capital as of the Closing Date (the “Estimated Net Working Capital” ) from the estimated Initial Net Working Capital as of 27 March, 2009 (the “ Estimated Initial Net Working capital”) and (ii) minus the Net Financial Indebtedness, if any, or plus the amount by which the Net Financial Indebtedness is less than zero.

3.3

Intentionally left blank.

3.4

The Seller shall deliver a calculation of the estimated Net Financial Indebtedness, the Estimated Net Working Capital and the Estimated Initial Net Working Capital to the Buyer no later than 5 (five) Business Days prior to the Closing Date.

3.5

The Seller shall provide the Buyer with the bank account details of the Seller no later than 3 (three) Business Days prior to the Closing Date.

3.6

The Closing Purchase Price shall be paid by the Buyer to the Seller at Closing in immediately available funds with same day interest value by transfer to the accounts as specified by the Seller pursuant to Clause 3.5.

3.7

Final Purchase Price

3.7.1

As soon as practicable but in no event later than 60 days following the Closing, the Buyer shall prepare, or cause to be prepared, and deliver to the Seller, a calculation of the final Net Financial Indebtedness and the final Net Working Capital as of the Closing Date and the Initial Net Working Capital (the “Buyer’s Calculations” ). The Buyer’s Calculation shall be accompanied by a report of the Buyer’s independent certified public accountants to the effect

that the Buyer’s Calculations have been prepared in accordance with the principles set out in Schedule 3.1, the Accounting Principles and past practices.

3.7.2

The Seller and the Seller’s accountants shall complete their review of the Buyer’s Calculations within 30 days after which the Seller received the Buyer’s Calculations (the “Review Period” ).

3.7.3

The Parties shall endeavour in good faith to agree with each other on the final Net Financial Indebtedness, the Final Net Working Capital and the Initial Net Working Capital. Once agreed, the Parties shall jointly reflect their agreement on the Final Purchase Price.

3.7.4

If within 15 days after the end of the Review Period, the Parties are unable to agree on the final Net Financial Indebtedness, the Final Net Working Capital and the Initial Net Working Capital, each Party may refer any remaining disagreements to the Expert subject to the following:

(c)

The Expert shall review the disputed amount(s) only and shall determine the final Net Financial Indebtedness, the Final Net Working Capital and the Initial Net Working Capital pursuant to the terms of this Clause 3.7. The determination of the Expert shall be conclusive and binding upon the Buyer and the Seller and their Affiliates;

(d)

The fees and disbursements of the Expert shall be borne equally by the Buyer and the Seller;

(e)

Following any determination by the Expert in accordance with Clause 3.7.4, the Final Purchase Price shall be deemed determined.

3.9

Intentionally left blank

3.10

Any and all fees and other charges for the transfer of the Purchase Price imposed by the Buyer’s bank shall be for the account of and paid by the Buyer and any and all fees and other charges for such transfer imposed by the Seller’s bank shall be for the account of and paid by the Seller.

3.11

Altor Fund III GP Limited shall execute and deliver a guarantee on the due performance by the Buyer of the Buyer’s obligations under the Agreement to pay the Purchase Price (the “ Guarantee ”). The Guarantee shall be executed and delivered no later than at the signing of the Agreement and shall be on terms as set forth in Schedule 3.11 .

3.12

Pulse Engineering, Inc. guarantees the due performance by the Seller of all of the Seller’s obligations under the Agreement, including the delivery of the entire MedTech Business, including the Shares.

4.

Signing

4.1

At signing the Seller shall deliver to the Buyer:

4.2

At signing the Buyer shall deliver to the Seller:

5.

Conditions Precedent

5.1

The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the following conditions precedent being satisfied on the Closing Date:

be obtained, and (iii) the waiting period for the relevant jurisdictions. The Buyer shall use reasonable best efforts to secure required approvals.

(c)

No suit or other proceedings shall be pending or threatened in writing before any court or governmental agency seeking to enjoin, prohibit or materially restrict the consummation of the transactions contemplated by this Agreement.

(d)

No Law which makes it illegal for the Buyer to consummate the transactions contemplated hereby, or any order, decree or judgment, which prevents the Buyer from consummating the transactions contemplated hereby, shall be in effect.

(e)

The Seller shall have made its deliveries required to be made by the Seller pursuant to Clause 7 and this Clause 5.1.

(f)

The Seller is not in breach of its obligations pursuant to this Agreement, which breach has resulted in a Material Adverse Change.

(g)

All intercompany accounts between the Seller and the Seller’s Affiliates on the one side and any MedTech Company on the other side shall be settled in immediately available funds at or prior to Closing and the Company and the Subsidiaries shall be released as parties to or obligors or guarantors under the Credit Agreement and all other credit agreements. The Seller shall in good faith consult the Buyer prior to the settlement of intercompany accounts for the purpose of agreeing to a model which does not have an adverse effect on the Buyer or the MedTech Business.

(h)

All required consents and approvals from work councils, trade unions etc. in respect of transfer of the employees related to the Dutch Assets have been obtained.

5.2

The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the following conditions precedent being satisfied on the Closing Date:

5.3

The Seller undertakes in good faith and as soon as possible after the Signing to use its reasonable best efforts and co-operate with the Buyer to fulfil or procure fulfilment of the conditions listed in Clause 5.1.

5.4

The Buyer undertakes in good faith and as soon as possible after the Signing to use its reasonable best efforts and co-operate with the Seller to fulfil or procure fulfilment of the conditions listed in Clause 5.2.

5.5

The Buyer and the Seller have agreed to make filings with the relevant competition law authorities in relevant jurisdictions as set out in Schedule 5.1 (b). The Buyer shall be responsible for submitting filings within 7 Business Days after signing in all

jurisdictions in which a filing is required provided, however, that all necessary information is available to the Buyer. The Buyer and the Seller shall co-operate (including exchanging relevant information, subject to the execution of a confidentiality agreement) and use their reasonable best efforts to co-operate and procure their Affiliates to co-operate with any competition law authority or other regulatory authority and disclose any and all relevant information requested by such authority as soon as possible, in order to obtain any competition law or other regulatory approval necessary for the consummation of the transactions contemplated by this Agreement. Representatives of the Parties shall be entitled to participate in any meetings or negotiations with competition law authorities or other regulatory authorities, provided that any information with respect to the Buyer which the Seller receive during such meetings and negotiations shall be treated confidentially by the Seller.

5.6

The Buyer may prior to or on the Closing date, waive (to the extent thought fit by the Buyer and in writing) all or any of the conditions set out in Clause 5.1 or any part of them. The Seller may prior to or on the Closing date, waive (to the extent thought fit by the Seller and in writing) all or any of the conditions set out in Clause 5.2 or any part of them. Any waiver by the Buyer or the Seller under this Clause is without prejudice to any other rights which they have under this Agreement.

5.7

If at any time the Seller becomes aware of a fact or circumstance that might prevent or materially delay the satisfaction of any of the conditions listed in Clause 5.1, the Seller shall in good faith promptly notify the Buyer. If at any time the Buyer becomes aware of a fact or circumstance that might prevent or materially delay the satisfaction of any of the conditions listed in Clause 5.2, the Buyer shall in good faith promptly notify the Seller.

6.

Conduct of Business Pending Closing

6.1

The Seller shall procure that from the date of Signing and until the Closing Date, the MedTech Business will carry on business in the Ordinary Course of Business.

6.2

From Signing until Closing, except as set out in Schedule 6.2 , the Seller shall not allow any MedTech Company to:

of intent or similar arrangement with respect to any of the foregoing;

(g)

grant salary, wage or bonus increases to employees or create, modify or amend any pension plan or make any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any officer or employee, except for payments or arrangements that are made in the Ordinary Course of Business or pursuant to prior arrangements;

(h)

assign or dispose any IPR owned by any MedTech Company, or allow any IPR owned by any MedTech Company to expire or become abandoned other than in the Ordinary Course of Business; and

(i)

in each case, other than in the Ordinary Course of Business, to (i) settle and/or compromise any material Tax liability or (ii) prepare any Tax returns in a manner which is materially inconsistent with past practices of the MedTech Company with respect to the treatment of material items on such Tax returns.

(j)

declare or pay any dividend or other distribution or return of capital.

(k)

issue, redeem or purchase or repurchase any shares or other securities convertible into shares, including any option or right to subscribe in respect of any share capital.

(l)

give or agree to give any guaranty or indemnity other than in the Ordinary Course of Business.

(m)

borrow any money or agree to do so other than by bank overdraft or similar facility in the Ordinary Course of Business.

(n)

commence or settle any lawsuits, arbitration or administrative proceedings other than debt collection in the Ordinary Course of Business.

(o)

sell, assign or transfer any accounts receivable which has not become due for payment.

(p)

refrain from paying when due any accounts payable.

(q)

amend its purchasing policy or delay its normal purchase of raw materials or supplies.

(a)

evidence that the Company has been notified of the transfer to the Buyer of title to all the Shares and confirmation from the Company of its receipt of said notification;

(b)

the share register of the Company evidencing that the Buyer has been duly entered as the sole holder of the Shares;