STOCK PURCHASE AGREEMENT

Exhibit 10.30

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and among

AIRPAX HOLDINGS, INC.,

THE STOCKHOLDERS OF AIRPAX HOLDINGS, INC.,

WILLIAM BLAIR CAPITAL PARTNERS VII QP, L.P., as Stockholders’ Representative

and

SENSATA TECHNOLOGIES, INC.

Dated as of June 8, 2007

TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made as of June 8, 2007, by and among Airpax Holdings, Inc., a Delaware corporation (the “ Company ”), the Persons identified as “Stockholders” on the signature pages attached hereto (collectively, the “ Stockholders ” and each a “ Stockholder ”), William Blair Capital Partners VII QP, L.P., a Delaware limited partnership, as Stockholders’ Representative (the “ Stockholders’ Representative ”) and Sensata Technologies, Inc., a Delaware corporation (the “ Buyer ”). Unless otherwise provided, capitalized terms used herein are defined in Article 1 below.

WHEREAS, the Stockholders collectively own all of the issued and outstanding capital stock of the Company, which as of the date hereof consists of 43,779 shares of common stock, $0.01 par value (“ Common Stock ”) and 39,793 shares of Class A preferred stock, $0.01 par value (“ Preferred Stock ” and together with the Common Stock, the “ Shares ”).

WHEREAS, upon the terms and subject to the conditions set forth herein, the Buyer desires to acquire from the Stockholders, and the Stockholders desire to sell to the Buyer, all of the issued and outstanding Shares as of the Closing.

WHEREAS, prior to the date hereof, the Buyer and the Company’s senior management team have come to an understanding regarding employment arrangements following the Closing.

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

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions. The following terms, as used herein, have the following meanings:

“ Acquisition Date ” means May 14, 2004.

“ Affiliate ” means (except as otherwise specifically defined herein), as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“ Aggregate Preferred Stock Purchase Price ” means the sum of the Preferred Stock Per Share Prices for all shares of Preferred Stock issued and outstanding immediately prior to the Closing.

“ Allocation Percentage ” means, with respect to each Stockholder, the product of (i) the Per Share Portion and (ii) the number of shares of Common Stock held by such Stockholder immediately prior to the Closing.

“ Antitrust Authorities ” means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (whether United States, foreign or multinational).

“ Cash ” means cash, cash equivalents and marketable securities.

“ Cash Amount ” means the bank balance of all Cash held by the Company or any Subsidiary as of the close of business on the Closing Date, before giving effect to the transactions contemplated hereby. For the avoidance of doubt, Cash Amount shall be calculated net of issued but uncleared checks, wire transfers, and drafts and shall include checks, wire transfers and drafts deposited or available for deposit for the account of the Company and its Subsidiaries.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that section regardless of how numbered or classified.

“ Company Intellectual Property ” means the Company Scheduled Intellectual Property and all other Intellectual Property owned by the Company and its Subsidiaries.

“ ED&D Earnout ” means any obligations for the deferred purchase price of property or services pursuant to that certain Stock Purchase Agreement, dated as of July 8, 2005, by and among the Company, ED&D Inc., a Florida corporation, and David E. Bateman and the other stockholders named therein, as in effect immediately prior to the Closing.

“ Employee Benefit Plan ” means each retirement, welfare, severance, incentive or bonus, deferred compensation, profit sharing, vacation or paid-time-off, stock purchase, stock option or equity incentive plan, program, agreement or arrangement, and any other employee benefit plan, program or arrangement, other than statutorily-mandated plans or programs, that is maintained or contributed to by the Company or any of Subsidiary thereof or with respect to which the Company or any of its Subsidiaries has or could reasonably expect to incur any liability.

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Income Tax ” means any federal, state, local, or foreign Tax imposed on (or measured in whole or in part by) income, and any franchise Tax or similar Tax imposed in lieu thereof.

“ Indebtedness ” means, with respect to any Person at any date, without duplication, all obligations of such Person (a) under capitalized leases, (b) for borrowed money

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or in respect of loans or advances or evidenced by bonds, monies, debentures, or similar instruments or secured by a Lien on a Person’s assets, (c) for the deferred and purchase price of property or services (excluding current trade payables incurred in the ordinary course of business), (d) for unpaid management and transaction fees owed to any Stockholder or its Affiliates, (e) under employee benefit arrangements, employment agreements, deferred compensation or other similar arrangements which come due as a result of the transactions contemplated hereby, including any change of control, stay or transaction bonuses, provided that, for the avoidance of doubt, obligations that are contingent upon both the consummation of the transactions to occur at the Closing and the occurrence of another event or action at the direction of the Buyer or solely within the Buyer’s control after the Closing ( e.g. , continued employment or not being offered employment in the same or a substantially similar job), shall be excluded for purposes of this clause (e), (f) under any hedging, swap, or similar arrangement, (g) guaranties of any of the foregoing, and (h) all accrued interest, prepayment premiums or penalties and fees on the foregoing which would be payable if such obligations were paid in full as of such date. For the avoidance of doubt, Indebtedness shall not include any (1) contingent and undrawn obligations under letters of credit, performance bonds, bid bonds or other sureties of any kind or nature issued by or on behalf of the Company or any of the Subsidiaries in the ordinary course of business in connection with any customer contracts, proposals or otherwise, or (2) intercompany payables or loans of any kind or nature.

“ Indebtedness Payoff Amount ” means the amount required to repay all outstanding Indebtedness of the Company and any Subsidiary as of the Closing Date, before giving effect to the transactions contemplated hereby. The foregoing shall be determined on a consolidated basis for the Company and its Subsidiaries and in accordance with GAAP (except as otherwise provided in the definition of Indebtedness), consistent with the preparation of the Audited Financial Statements, and shall exclude the effects of the consummation of the transactions contemplated by this Agreement and the financing thereof.

“ Intellectual Property ” means all of the following in any jurisdiction throughout the world: (i) patents, patent applications and patent disclosures; (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations and applications for registrations of the foregoing; (v) trade secrets, confidential information, know-how and inventions; and (vi) other intellectual property.

“ Knowledge ” (A) when used in the phrase “to the Knowledge of the Company” or similar phrases means, and shall be limited to, (i) the actual knowledge of the following individuals: Dennis Karr, George Dappert, Steven McDonald, Brent Hollenbeck, Wayne Bernauer, Richard Collevechio, Tito Espino and Don Pruitt, and (ii) the actual knowledge, after due inquiry of appropriate personnel, of Don Drapeau and Tomokazu Takahashi and (B) when used in the phrase “to the Knowledge of a Stockholder” or similar phrases means, and shall be limited to, if such Stockholder is an individual, such Stockholder’s actual knowledge and if such Stockholder is an entity, the actual knowledge of its officer and directors.

“ Management Notes ” means, collectively, all of the promissory notes issued by certain Stockholders that are or were employees of the Company or its Subsidiaries to the Company, which are outstanding immediately prior to the Closing.

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“ Management Note Payoff Amount ” means the aggregate amount required to repay in full all principal, interest, penalties, fees, premiums and other amounts under all of the outstanding Management Notes as of the Closing Date.

“ Material Adverse Effect ” means a material adverse effect which has occurred or would reasonably be expected to occur to the financial condition or results of operations of the Company and the Subsidiaries, taken as a whole; provided, that, for purposes of this Agreement, a Material Adverse Effect shall not include the effect of (a) changes to the industry or markets in which the business of the Company and the Subsidiaries operates, (b) the announcement or disclosure of the transactions contemplated herein, (c) general economic, regulatory or political conditions or changes, (d) military action or any act of terrorism, (e) changes in law or GAAP after the date hereof, (f) taking any action at the request of or with the prior written approval of the Buyer, (g) a hurricane, earthquake or other natural disaster, (h) the failure in and of itself of the Company or any Subsidiary to meet or achieve the results set forth in any internal projection (it being understood that any facts, circumstances, events, changes, or effects giving rise to or evidenced by such failure may be included to the extent not specifically excluded by another clause of this proviso), or (i) any matter set forth on Schedule 3.04 , 3.05 , 3.07 , 3.08 , 3.09(c) , 3.12 , 3.20 , 3.21 , 3.22 , 3.24 or 3.25 attached hereto, except, with respect to such matters, to the extent of adverse changes or developments occurring after the date hereof, to the extent of facts, events or circumstances that become known by the Buyer after the date hereof, or to the extent operations, events or circumstances exacerbate any such matters after the date hereof; and provided further that the changes or effects described in clauses (a), (c), (d), (e) or (g) shall be disregarded only if the effect or change is not disproportionately adverse to the Company or its Subsidiaries compared to other Persons operating in the industries in which the Company or its Subsidiaries operate. The Buyer acknowledges that there could be a disruption to the Company’s and the Subsidiaries’ business as a result of the execution of this Agreement, the announcement by the Buyer of its intention to purchase the Company and the Subsidiaries or the announcement of the Stockholders of their intention to sell the Company and the Subsidiaries, and the consummation of the transactions contemplated hereby, and the Buyer agrees that such disruptions do not and shall not constitute a Material Adverse Effect.

“ Net Working Capital ” means the excess (which may be a negative number) of (a) the sum of the Company’s current assets on a consolidated basis excluding (i) Cash, (ii) Income Tax assets (including deferred tax assets) and (iii) the Management Notes, over (b) the sum of the Company’s current liabilities excluding (i) Income Tax liabilities (including deferred tax liabilities) and (ii) Indebtedness. The foregoing shall be determined on a consolidated basis for the Company and its Subsidiaries and in accordance with GAAP (except as otherwise provided in the immediately preceding sentence), consistent with the preparation of the Audited Financial Statements, and shall exclude the effects of the consummation of the transactions contemplated by this Agreement and the financing thereof, and the assets and liabilities of the Company or its Subsidiaries in respect of the ED&D Earnout, the Siemens Prepayments or the Japanese Pension Plan.

“ Net Working Capital Amount ” means the Net Working Capital of the Company as of the close of business on the Closing Date, before giving effect to the transactions contemplated hereby.

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“ Per Share Portion ” means a fraction, the numerator of which is one, and the denominator of which is the number of shares of Common Stock issued and outstanding immediately prior to the Closing.

“ Permitted Liens ” means any (i) Liens in respect of Taxes the validity of which is being contested in good faith by appropriate proceedings or Liens in respect of Taxes not yet due and payable; (ii) mechanics’, carriers’, workmen’s, repairmen’s, statutorily imposed or other like Liens arising or incurred in the ordinary course of business; (iii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties that are contracts entered into in connection with the Company or the Subsidiaries; (iv) limitations on the rights of the Company under any Contract or Real Property Lease that are expressly set forth in such contract or lease; (v) survey exceptions, imperfections of title, Liens or other title matters affecting any tangible asset owned by the Company or the Subsidiaries that do not materially impair the use or occupancy thereof; and (vi) with respect to the Owned Real Property and Leased Real Property, zoning, building codes and other land use Laws regulating the use or occupancy of such Owned Real Property and Leased Real Property or the activities conducted thereon that are imposed by any governmental authority having jurisdiction over such Owned Real Property or Leased Real Property that are not violated by the operations of the business of the Company and its Subsidiaries.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

“ Preferred Stock Per Share Price ” means, with respect to a share of Preferred Stock, the Liquidation Value (as defined in the Company’s Certificate of Incorporation, as amended) of such share plus all dividends on such share that are accrued and unpaid as of immediately prior to the Closing in accordance with the Company’s Certificate of Incorporation, as amended.

“ Reference Balance Sheet ” means the audited consolidated balance sheet of the Company as of December 31, 2006 contained in the Audited Financial Statements. References in this Agreement to the date of the Reference Balance Sheet shall mean December 31, 2006.

“ Siemens ” means Siemens Westinghouse Power Corporation.

“ Siemens Agreement ” means that certain Intellectual Property, Technology Transfer and Services Agreement between Siemens and ED&D, Inc., dated September 1, 2004, as amended July 8, 2005.

“ Siemens Prepayments ” means, only up to an aggregate amount of $877,000 as previously disclosed to the Buyer, any pre-payments made by Siemens to the Company or its Subsidiaries pursuant to the Siemens Agreement and any deferred revenue accrued by the Company or its Subsidiaries related to such pre-payments. For the avoidance of doubt, any pre-payments or deferred revenue under the Siemens Agreement in excess of $877,000 or other pre-payments or deferred revenue under the Siemens Agreement shall not be included as part of the Siemens Prepayments and shall constitute Indebtedness.

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“ Stockholders’ Representative Amount ” means that amount determined by the Stockholders’ Representative in its discretion to be sufficient to satisfy any potential fees, expenses or liabilities of the Stockholders’ Representative or the Stockholders, which amount shall be paid by the Buyer to the Stockholders’ Representative in accordance with Section 2.03(b)(v) . The determination of the Stockholders’ Representative Amount shall not limit or affect any of the rights of the Stockholders’ Representative hereunder.

“ Subsidiary ” means any entity, the securities or other ownership interests of which having ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, are directly or indirectly owned by the Company.

“ Target Net Working Capital Amount ” means $33,500,000.

“ Tax ” means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, ad valorem/personal property, custom duties stamp, excise, occupation, sales, use, transfer, capital gain, severance, windfall profits, license, payroll, value added, alternative minimum, estimated or other tax, assessment, duty, fee, levy or other governmental charge (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), including any interest, penalty or addition thereto and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Returns ” means any return, report, claim for refund, declaration of estimated Tax, information return or other document (including elections, waivers, extensions, declarations, disclosures, estimates, schedules or any related or supporting information) filed or required to be filed with any Governmental Authority or other authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax, including any schedule or attachment thereto or any amendment thereof, and including any consolidated, combined or unitary return.

Section 1.02 Cross-References to Other Defined Terms. Each term listed below is defined in the Section of this Agreement listed opposite such term:

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ARTICLE 2

PURCHASE AND SALE

Section 2.01 Estimated Common Purchase Price. On or before the third (3 ^rd ) business day preceding the Closing Date, the Company shall in good faith estimate, on a reasonable basis using the Company’s then available financial information, the Cash Amount (such estimate is referred to as the “ Estimated Cash Amount ”), the Indebtedness Payoff Amount (such estimate is referred to as the “ Estimated Indebtedness Amount ”), the Management Note Payoff Amount (such estimate is referred to as the “ Estimated Management Note Payoff Amount ”) and the Net Working Capital Amount (such estimate is referred to as the “ Estimated Net Working Capital Amount ”). The “ Estimated Common Purchase Price ” means an amount equal to (A) $276,000,000 (the “ Transaction Value ”), (B) plus the Estimated Cash Amount, (C) less the Estimated Indebtedness Payoff Amount, (D) plus the Estimated Management Note Payoff Amount, (E) plus the excess of the Estimated Net Working Capital Amount over the Target Net Working Capital Amount or minus the excess of the Target Net Working Capital Amount over the Estimated Net Working Capital Amount, (F) less the Aggregate Preferred Stock Purchase Price, (G) less the Stockholders’ Representative Amount, and (H) less $500,000 in respect of the Siemens Prepayments. Notwithstanding anything herein to the contrary, no assets or liabilities of the Company or its Subsidiaries in respect of the ED&D Earnout, the Siemens Prepayments or the Japanese Pension Plan shall be included in any calculation of the Net Working Capital, the Indebtedness Payoff Amount or the Cash Amount, or any estimate thereof and the existence of any such obligations shall not be deemed to be a breach of a representation or warranty (it being understood that any obligations related to (x) the ED&D Earnout shall be handled pursuant to and in accordance with the definition thereof in Section 1.01 and Section 11.02 , (y) the Siemens Prepayments shall be handled pursuant to and in accordance with the definition thereof in Section 1.01 and clause (H) of the definitions of Estimated Common Purchase Price and Actual Common Purchase Price and (z) the Japanese Pension shall be handled pursuant to and in accordance with Section 2.06 ).

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Section 2.02 Purchase and Sale of Common Stock and Preferred Stock.

(a) Purchase and Sale of Common Stock . As of the Closing, upon the terms and subject to the conditions set forth in this Agreement, each Stockholder shall sell, assign, transfer and convey to the Buyer, and the Buyer shall purchase and acquire from each such Stockholder, all of the shares of Common Stock held by such Stockholder. Subject to Section 2.04(b) , the purchase price to be paid by the Buyer to each Stockholder for the Common Stock held by such Stockholder shall consist of a payment at the Closing, by wire transfer of immediately available funds to the account designated by such Stockholder, of an amount of cash equal to the excess of (x) the Estimated Common Purchase Price, multiplied by such Stockholder’s Allocation Percentage, over (y) the aggregate amount (if any) of any Management Notes outstanding as of the Closing Date issued by such Stockholder. In addition, each Stockholder shall be entitled to receive from the Stockholders’ Representative payment of an amount in cash equal to the portion of the Stockholders’ Representative Amount, if any, ultimately determined by the Stockholders’ Representative, in its sole discretion, as no longer needed to satisfy certain obligations of the Stockholders’ Representative and/or the Stockholders, multiplied by such Stockholder’s Allocation Percentage.

(b) Purchase and Sale of Preferred Stock . As of the Closing, upon the terms and subject to the conditions set forth in this Agreement, each Stockholder shall sell, assign, transfer and convey to the Buyer, and the Buyer shall purchase and acquire from each Stockholder, all of the shares of Preferred Stock held by such Stockholder. The purchase price to be paid by the Buyer to each Stockholder for the Preferred Stock held by such Stockholder shall consist of a payment at the Closing, by wire transfer of immediately available funds to the account designated by such Stockholder, of an amount of cash equal to the sum of the Preferred Stock Per Share Price for all shares of Preferred Stock held by such Stockholder.

Section 2.03 The Closing.

(a) The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP (“ K&E ”) in Chicago, Illinois, at 10:00 a.m. on the third (3 ^rd ) business day following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing) or on such other date as is mutually agreeable to the Buyer and the Stockholders’ Representative; provided that, if necessary to complete the documentation and funding of the Financing, the Buyer may defer the Closing until the earlier of (i) thirty (30) days following the date of full satisfaction or due waiver of all of the closing conditions set forth in Section 9.01 hereof (other than those to be satisfied at the Closing), and (ii) forty-five (45) days after the date hereof, but in any event not later than the outside date set forth in Section 10.01(e) ; provided further that, in the event that (x) the time period in clause (ii) above has expired and (y) Buyer has been and is continuing in good faith to use its commercially reasonable efforts to obtain the Financing and such Financing is reasonably expected to be obtained within five (5) days following such expiration, then the Extended Closing Date shall be extended for an additional five (5) days. If the Buyer defers the Closing in accordance with this Section 2.03(a) , it shall give the Company and the Stockholders’ Representative at least five (5) business days advance notice of the date on which it reasonably expects the Closing to occur. The date of the Closing is referred to herein as the “ Closing Date .”

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(b) Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Closing:

(i) each Stockholder shall deliver to the Buyer all of the stock certificates representing Common Stock held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;

(ii) each Stockholder shall deliver to the Buyer all of the stock certificates representing Preferred Stock held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;

(iii) the Buyer shall deliver to each Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an amount equal to the excess of (i) the Estimated Common Purchase Price, multiplied by such Stockholder’s Allocation Percentage, over (ii) the aggregate amount (if any) required to pay in full as of the Closing Date any Management Notes outstanding as of the Closing Date issued by such Stockholder;

(iv) the Buyer shall deliver to each Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an amount equal to the sum of the Preferred Stock Per Share Price for all shares of Preferred Stock held by such Stockholder;

(v) the Buyer shall deliver to the Stockholders’ Representative, by wire transfer of immediately available funds to the account designated by the Stockholders’ Representative, cash in an amount equal to the Stockholders’ Representative Amount;

(vi) the Buyer shall pay on behalf of the Company and the Subsidiaries, or cause the Company to repay, all Indebtedness of the Company and the Subsidiaries set forth on Schedule 2.03(b)(vi) in accordance with the terms thereof;

(vii) the Company shall return each Management Note to each maker thereof, duly stamped and noted as “cancelled and paid in full”;

(viii) the Company shall deliver to the Buyer copies of the charter and bylaws of the Company, certified by an officer of the Company;

(ix) the Company shall deliver to the Buyer copies of resolutions of the Company’s board of directors, certified by an officer of the Company, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby;

(x) the Company shall deliver to the Buyer a certificate of good standing with respect to the Company issued by the Secretary of State of Delaware;

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(xi) the Company shall deliver to the Buyer copies of signed resignations (to be effective upon the Closing) from each director of the Company;

(xii) the Company shall deliver to the Buyer an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date, and in the form and containing the substance required under Treasury Regulation Section 1.897-2(h); and

(xiii) the Buyer, the Company, and the Stockholders shall make such other deliveries as are required by and in accordance with Article 9 hereof.

Section 2.04 Post-Closing Adjustment.

(a) Post-Closing Determination . Within 90 days after the Closing Date, the Buyer shall prepare, and deliver to the Stockholders’ Representative, (i) the Buyer’s determinations of the Cash Amount, the Indebtedness Payoff Amount, the Management Note Payoff Amount and the Net Working Capital Amount, and (ii) the Buyer’s calculation of the Actual Common Purchase Price (collectively, the “ Draft Computation ”). The Draft Computation shall be prepared and the Cash Amount, the Indebtedness Payoff Amount, and the Net Working Capital Amount shall be determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the audited consolidated balance sheet of the Company and its Subsidiaries as of the fiscal year ended December 31, 2006 (the “ 2006 Balance Sheet ”), and shall not include any changes in assets or liabilities as a result of purchase or other similar accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Draft Computation and determining the Cash Amount, the Indebtedness Payoff Amount, and the Net Working Capital Amount and the related purchase price adjustment contemplated by this Section 2.04 is to measure the amount of Cash and Indebtedness and changes in Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Draft Computation or determining Cash, Indebtedness or Net Working Capital. The Buyer and its auditors will upon request make available to the Stockholders’ Representative and its auditors reasonable access to all records and work papers used in preparing the Draft Computation, and to its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the business of the Buyer, the Company, and their Subsidiaries. If the Stockholders’ Representative disagrees with any aspect of the Draft Computation, the Stockholders’ Representative may, within 60 days after receipt of the Draft Computation, deliver a notice (an “ Objection Notice ”) to the Buyer setting forth the Stockholders’ Representative’s determination of the Cash Amount, the Indebtedness Payoff Amount, the Management Note Payoff Amount and/or the Net Working Capital Amount and the Stockholders’ Representative’s calculation of the Actual Common Purchase Price, and identifying the specific items and amounts of disagreement. The Stockholders’ Representative and its auditors will upon request make available to the Buyer and its auditors reasonable access to all records and work papers used in preparing the Objection Notice, and to its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as

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not to interfere unduly with the business of the Stockholders’ Representative. If the Stockholders’ Representative does not deliver an Objection Notice to the Buyer within 60 days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the components of such Draft Computation shall be deemed to be finally determined as set forth therein. The Buyer and the Stockholders’ Representative shall use reasonable efforts to resolve any disagreements as to the Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 60 days after the Buyer has received the Objection Notice, the Buyer and the Stockholders’ Representative shall jointly retain BDO Seidman LLP (the “ Firm ”) to resolve any remaining disagreements. The Buyer and the Stockholders’ Representative shall direct the Firm to render a determination within 30 days after its retention and the Buyer, the Stockholders’ Representative and their respective agents shall cooperate with the Firm during its engagement. The Firm may consider only those items and amounts in the Draft Computation or Objection Notice which the Buyer and the Stockholders’ Representative are unable to resolve. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm’s determination shall be based solely on written submissions by the Buyer and the Stockholders’ Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Firm shall be conclusive and binding upon the Buyer, the Stockholders’ Representative and the Stockholders (absent manifest error). Until the Firm makes its determination, the costs and expenses of the Firm shall be borne equally by the Buyer, on the one hand, and the Stockholders’ Representative (on behalf of the Stockholders in accordance with their respective Allocation Percentages), on the other hand; provided that , when the Firm makes its determination, the costs and expenses (including the costs and expenses previously advanced) of the Firm shall be borne by Buyer, on the one hand, and the Stockholders’ Representative, on the other hand (on behalf of the Stockholders in accordance with their respective Allocation Percentages), based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The Firm shall determine the allocation of costs based on the foregoing sentence and bill the parties for its fees and expenses accordingly. For example, if closing accounts receivable is the only disputed item, and Buyer claims that closing accounts receivable is $1,000 less than the amount determined by the Stockholders’ Representative, and the Stockholders’ Representative and Buyer contest only $500 of the amount claimed by Buyer, and if the Firm ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Firm will be allocated 60% (i.e., 300 ÷ 500) to the Stockholders’ Representative and 40% (i.e., 200 ÷ 500) to Buyer.

The “ Actual Common Purchase Price ” means an amount equal to (A) the Transaction Value, (B) plus the Cash Amount, (C) less the Indebtedness Payoff Amount, (D) plus the Management Note Payoff Amount, (E) plus the excess of the Net Working Capital Amount over the Target Net Working Capital Amount or minus the excess of the Target Net Working Capital Amount over the Net Working Capital Amount, (F) less the Aggregate Preferred Stock Purchase Price, (G) less the Stockholders’ Representative Amount, and (H) less $500,000 in respect of the Siemens Prepayments.

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(b) Post-Closing Adjustment .

(i) Payment by the Buyer . If the Actual Common Purchase Price is greater than the Estimated Common Purchase Price, within five (5) business days after the final determination of the Actual Common Purchase Price the Buyer shall pay to the Stockholders’ Representative (on behalf of each Stockholder in accordance with their respective Allocation Percentages), by wire transfer or delivery of other immediately available funds, an amount equal to such difference plus simple interest thereon from the Closing Date to the date of payment at an interest rate equal to 8.25%.

(ii) Payment on behalf of the Stockholders . If the Actual Common Purchase Price is less than the Estimated Common Purchase Price, then within five (5) business days after the final determination thereof, the Stockholders’ Representative (on behalf of each Stockholder in accordance with their respective Allocation Percentages) shall pay to the Buyer, by wire transfer or delivery of other immediately available funds, an amount equal to such difference plus simple interest thereon from the Closing Date to the date of payment at an interest rate equal to 8.25%.

(iii) Dispute . If, pursuant to this Section 2.04 , there is a dispute as to the final determination of the Actual Common Purchase Price, the Buyer shall promptly pay to the Stockholders’ Representative (on behalf of the Stockholders), on the one hand, and the Stockholders’ Representative (on behalf of each Stockholder in accordance with their respective Allocation Percentages) shall pay to the Buyer, on the other hand, as appropriate, such amounts as are not in dispute, together with interest thereon from the Closing Date to the date of payment at an interest rate equal to 8.25%, pending final determination of such dispute pursuant to this Section 2.04 .

Section 2.05 Stockholders’ Representative.

(a) Appointment . Each Stockholder hereby irrevocably constitutes and appoints the Stockholders’ Representative, as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, including but not limited to: (i) execution of the documents and certificates pursuant to this Agreement; (ii) receipt of payments under or pursuant to this Agreement and disbursement thereof to the Stockholders and others, as contemplated by this Agreement; (iii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of all or any of the Stockholders, any and all consents, waivers, amendments or modifications deemed by the Stockholders’ Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Buyer pursuant to this Agreement; (vii) taking actions the Stockholders’ Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) (A) dispute or refrain from disputing, on behalf of each Stockholder relative to any amounts to be received by such Stockholder under this Agreement or any agreements contemplated hereby, any claim made by the Buyer under this Agreement or other agreements contemplated hereby, (B) negotiate and compromise, on behalf of each such Stockholder, any dispute that may arise under, and exercise

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or refrain from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) execute, on behalf of each such Stockholder, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of the Stockholders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto; provided that any amendment, modification, consent, waiver or other action taken with respect to this Agreement by the Stockholders’ Representative on behalf of all Stockholders pursuant to the authority granted under this Section 2.05(a) shall treat all of the Stockholders the same unless the Stockholders’ Representative has obtained the written consent of a majority in interest of the group of Stockholders that is disadvantaged as compared to the other Stockholders by such amendment; provided further that any consents, waivers, amendments, modifications or other actions by the Stockholders’ Representative on behalf of all Stockholders prior to the Closing pursuant to the authority granted under this Section 2.05(a) shall require the prior written consent of Dennis Karr or his successor, if any, pursuant to Section 2.05(d) ; and provided still further, that in connection with any claim or action of the Buyer after the Closing relating to a breach or alleged breach by Norwest of Norwest’s individual representations or warranties under Article 4 or of Norwest’s individual covenants or agreements hereunder, if the Buyer is seeking recourse only against Norwest for such breach, Norwest (and not the Stockholders’ Representative) shall have the power and authority to act on its own behalf in the defense of such claim.

(b) Authorization . Notwithstanding Section 2.05(a) , in the event that the Stockholders’ Representative, with the advice of counsel, is of the opinion that it requires further authorization or advice from the Stockholders on any matters concerning this Agreement, the Stockholders’ Representative shall be entitled to seek such further authorization from the Stockholders prior to acting on their behalf. In such event, each Stockholder shall have a number of votes equal to such Stockholder’s Allocation Percentage and the authorization of a majority of such number of votes shall be binding on all of the Stockholders and shall constitute the authorization of the Stockholders. Nothing contained in this Section 2.05(b) shall affect the right of Dennis Karr to approve matters in accordance with the last clause of Section 2.05(a) .

(c) Reliance . The Buyer shall be fully protected in dealing with the Stockholders’ Representative under this Agreement and may rely upon the authority of the Stockholders’ Representative to act as the agent of the Stockholders, and Buyer shall have no liability whatsoever to the Stockholders for any action or omission of Buyer taken in reliance on the authority of the Stockholders’ Representative. Without limiting the generality of the foregoing, any payment by the Buyer to the Stockholders’ Representative to the extent authorized under this Agreement shall be considered a payment by the Buyer to the Stockholders, and any consent, waiver and amendment, modification or other action of the Stockholders’ Representative under this Agreement shall be considered the consent, waiver, amendment, modification or other action of all Stockholders, as applicable. The appointment of the Stockholders’ Representative is coupled with an interest and shall be irrevocable by any Stockholder in any manner or for any reason. This power of attorney shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of the principal pursuant to any applicable law.

(d) Acts of the Stockholders’ Representative . The Stockholders’ Representative may resign from its capacity as Stockholders’ Representative at any time by written notice delivered to the Buyer. If there is a vacancy at any time in the position of Stockholders’

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Representative for any reason, such vacancy shall be filled promptly by a Stockholder vote in the manner contemplated by Section 2.05(b) . In the event that Dennis Karr ceases to be employed by the Company and its Subsidiaries for any reason, the holders of a majority of the shares of Common Stock held by the Stockholders that are individuals shall be entitled to appoint a person to act as a successor to Dennis Karr for purposes of the last clause of Section 2.05(a) .

(e) No Liability . The Stockholders’ Representative shall not be liable to the Buyer or the Stockholders in its capacity as the Stockholders’ Representative for any liability of a Stockholder or for any error of judgment, or any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection with this Agreement except in the case of fraud, gross negligence or willful misconduct by it. The Stockholders’ Representative may seek the advice of reputable legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability in its capacity as Stockholders’ Representative to the Buyer or the Stockholders and shall be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel.

(f) Expenses . Any expenses or liabilities incurred by the Stockholders’ Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Stockholders’ Representative but shall be payable by the Stockholders based on each Stockholder’s Allocation Percentage. The Stockholders’ Representative may from time to time submit invoices to the Stockholders covering such expenses and/or liabilities and, upon the request of any Stockholder, shall provide such Stockholder with an accounting of all expenses paid. In addition to any other rights or remedies, the Stockholders’ Representative may offset any amounts owed by the Stockholders to it against funds to be paid to the Stockholders hereunder.

(g) Indemnification of the Stockholders’ Representative . The Stockholders shall indemnify and hold harmless and reimburse, pro-rata based on each Stockholder’s Allocation Percentage, the Stockholders’ Representative from any and all amounts paid by the Stockholders’ Representative (other than from amounts paid from the Stockholders’ Representative Amount) on behalf of the Stockholders under this Agreement (and, if payment is not made within 30 days of being due, plus simple interest on any such payment from the due date to the date of payment at a rate of 10% per annum) and any and all losses, liabilities and expenses (including the reasonable fees and expenses of counsel) arising out of or in connection with the Stockholders’ Representative’s role as such, authority as set forth in or execution and performance of (solely in its capacity as the Stockholders’ Representative and not in its capacity as a Stockholder) this Agreement, except for fraud, gross negligence or willful misconduct by the Stockholders’ Representative.

(h) Withholding Rights . Buyer, the Company, any Subsidiary and the Stockholders’ Representative shall be entitled to deduct and withhold (without duplication) from any and all payments made under this Agreement to a Stockholder that is or was an employee or other service provider of the Company or its Subsidiaries such amounts as may be required to be deducted and withheld under applicable laws. To the extent such amounts are withheld and paid to the appropriate taxing authority in accordance with applicable laws, such withheld amount shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would have otherwise been paid.

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(i) Payments by the Stockholders’ Representative . To the extent that the Stockholders’ Representative pays any amount to a Buyer Indemnified Party owed by one or more Stockholders to a Buyer Indemnified Party pursuant to this Agreement, as between such Stockholder and the Buyer Indemnified Parties, such Stockholder shall be relieved of his, her or its obligations in respect of the amount so owed to the extent of such payment.

Section 2.06 Japan Pension Adjustment

(a) As soon as practicable after the date the Buyer receives the data required to calculate the funded status of the stand-alone defined benefit pension plan for Nihon Airpax Co. Ltd. (“ NAX ”) employees to be spun off from the Sanken Electric Corporate Pension Fund as described in the Airpax-Sanken Electric Redemption Agreement (the “ Japanese Pension Plan ”) and, in any event, prior to March 31, 2008 (it being agreed that, in the event that such data has not been received by Buyer in sufficient time to reasonably complete such calculations, Buyer shall prepare the Japanese Pension Report based on information reasonably available to it and that the lack of such data shall not prejudice Buyer), the Buyer shall cause its actuaries to prepare and deliver to the Stockholders’ Representative a report (the “ Japanese Pension Report ”) that determines the market value of assets and projected benefit obligation, both determined as of March 31, 2007, of the Japanese Pension Plan, reflecting reasonable assumptions and methods in accordance with GAAP. The difference between the assets and projected benefit obligation will represent the amount of overfunding or underfunding of the Japanese Pension Plan as of March 31, 2007 in United States dollars (at an assumed exchange rate of 118 yen to one (1) US dollar) (the “ Japanese Pension Amount ”). The Japanese Pension Amount shall be a positive number if the Japanese Pension Report shows an overfunding and shall be a negative number if such report shows an underfunding. The Buyer will, upon reasonable request from time to time by the Stockholders’ Representative, cause its actuaries to provide to the Stockholders’ Representative or its actuaries such records and work papers used by the Buyer’s actuaries in preparing the Japanese Pension Report (or, if prior to the delivery to the Stockholders’ Representative of the Japanese Pension Report, the Buyer shall use its commercially reasonable efforts to cause its actuaries to provide to the Stockholders’ Representative or its actuaries such records and work papers as may reasonably be expected to be used, and are readily available to the Buyer’s actuaries, in preparing the Japanese Pension Report) as the Stockholders’ Representative reasonably requests. If the Stockholders’ Representative disagrees with any aspect of the Japanese Pension Report, the Stockholders’ Representative may, within 90 days after the date of its receipt of the Japanese Pension Report, deliver a written notice (a “ Pension Objection Notice ”) to the Buyer setting forth the determination of the Japanese Pension Amount by the Stockholders’ Representative. The Stockholders’ Representative will, upon request, provide and, if applicable, cause its actuaries to provide to the Buyer or its actuaries such records and work papers used in preparing the Pension Objection Notice as Buyer reasonably requests. If the Stockholders’ Representative does not deliver a Pension Objection Notice to the Buyer within 90 days after the date of its receipt of the Japanese Pension Report, then the parties hereto will be deemed to have agreed to the Japanese Pension Amount, and the components of such Japanese Pension Amount shall be deemed to be finally determined as set forth therein. The Buyer and the Stockholders’ Representative shall use reasonable efforts to resolve any disagreements as to

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the Japanese Pension Amount and the Pension Objection Notice, but if they do not obtain a final resolution within 20 days after the Stockholders’ Representative sends the Pension Objection Notice, the Buyer and the Stockholders’ Representative shall jointly select an arbiter from an actuarial firm of national standing in Japan that is not an actuary of either the Buyer or the Stockholders’ Representative (or their respective Affiliates). If the Buyer and the Stockholders’ Representative are unable to select such an arbiter within such time period, the American Arbitration Association shall make such selection. Any person so selected shall be referred to herein as the “ Pension Arbitrator .” The Buyer and the Stockholders’ Representative shall direct the Pension Arbitrator to render its determination of the Japanese Pension Amount within 30 days after its retention, and the Buyer, the Stockholders’ Representative and their respective agents shall cooperate with the Pension Arbitrator during its engagement. The determination of the Pension Arbitrator of the Japanese Pension Amount shall be conclusive and binding upon the Buyer, the Stockholders’ Representative and the Stockholders (absent manifest error). The final report of the Pension Arbitrator with respect to the Japanese Pension Amount is referred to herein as the “ Arbitrated Japanese Pension Report .” The final determination of the Pension Arbitrator of the Japanese Pension Amount as set forth in the Arbitrated Japanese Pension Report is referred to herein as the “ Arbitrated Japanese Pension Amount .” The costs and expenses of the Pension Arbitrator shall be borne equally by the Buyer, on the one hand, and the Stockholders’ Representative (on behalf of the Stockholders in accordance with their respective Allocation Percentages), on the other hand; provided that any such costs and expenses of the Stockholders’ Representative or the Stockholders that are payable prior to the Closing shall instead be paid by the Company.

(b) If the Japanese Pension Amount or, if applicable, the Arbitrated Japanese Pension Amount, is a positive number, the Buyer shall pay to the Stockholders’ Representative (on behalf of each Stockholder in accordance with their respective Allocation Percentages), by wire transfer or delivery of other immediately available funds, an amount equal to the lesser of (i) the Japanese Pension Amount or Arbitrated Japanese Pension Amount, as applicable, and (ii) $1,000,000. If the Japanese Pension Amount or, if applicable, the Arbitrated Japanese Pension Amount, is a negative number, the Stockholders’ Representative (on behalf of the Stockholders in accordance with their respective Allocation Percentages) shall pay to the Buyer, by wire transfer or delivery of other immediately available funds, an amount equal to the lesser of (i) the absolute value of the Japanese Pension Amount or the Arbitrated Japanese Pension Amount, as applicable, and (ii) $4,000,000.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer, as of the date hereof and as of the Closing that each statement contained in this Article 3 is correct and complete, except as set forth in the Schedules accompanying this Agreement (each a “ Schedule ” and, collectively, the “ Schedules ”). Capitalized terms used in the Schedules and not otherwise defined therein shall have the meanings ascribed to such terms in this Agreement.

Section 3.01 Organization and Qualification. Each of the Company and the Subsidiaries is a corporation, limited liability company or other entity duly organized, validly

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existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization. Each of the Company and the Subsidiaries has full corporate, limited liability company or other entity power and authority to own or lease its respective properties and, except as set forth on Schedule 3.01 , to conduct its respective businesses in the manner and in the places where such properties are owned or leased and where such businesses are currently conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The copies of the Company’s and each Subsidiary’s articles of incorporation and by-laws or other equivalent governing documents, each as amended to date and each heretofore made available to the Buyer and/or its agents, are complete and correct, and no amendments thereto are pending. Except as set forth on Schedule 3.01 , the copies of the Company’s and each Subsidiary’s minute books containing the records of meetings of the shareholders, board of directors, the stock certificate books, the stock record books and similar organizational records of the Company and each Subsidiary, in the form made available to the Buyer and/or its agents, and are complete and correct in all material respects. The Company and each Subsidiary are duly licensed and qualified to do business and in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification to do business necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.02 Subsidiaries; Securities Owned. The Company has no, and since the Acquisition Date, has not had any direct or indirect Subsidiaries other than those listed on Schedule 3.02 hereto. Schedule 3.02 correctly sets forth the name of each Subsidiary, the jurisdiction of its incorporation or formation, and the classification or type as designated by such Subsidiary’s jurisdiction of incorporation or formation. Except as set forth on Schedule 3.02 hereto, neither the Company nor any Subsidiary owns, or holds the right to acquire, any securities, partnership interest, joint venture interest or other security or interest in any other Person or Governmental Authority (other than Cash and securities of other Subsidiaries of the Company).

Section 3.03 Capitalization.

(a) The total authorized capital stock of the Company consists of 60,000 shares of Preferred Stock, 39,793 of which are issued and outstanding as of the date hereof and 60,000 shares of Common Stock, of which 43,779 shares are issued and outstanding as of the date hereof. All of the issued and outstanding shares of Preferred Stock and Common Stock are duly and validly issued and outstanding, and are fully paid and non-assessable. On the date hereof, all of the issued and outstanding shares of Preferred Stock and Common Stock are owned of record and beneficially by the Stockholders as set forth on Schedule 3.03 hereto, free and clear of all pledges, liens, encumbrances or other claims or charges, except pledges, liens, encumbrances or other claims or charges that will be released at the Closing. Except as set forth on Schedule 3.03 , there are no authorized or outstanding subscriptions, options, warrants, commitments, preemptive rights, subscription rights, exchange rights, agreements, arrangements, commitments or obligations (contingent or otherwise) of any kind for or relating to the repurchase, acquisition, issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company.

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(b) To the extent applicable, all of the issued and outstanding shares of capital stock or other ownership interest of each Subsidiary of the Company are duly and validly issued and outstanding, and are fully paid (in compliance with applicable Laws) and, to the extent applicable, non-assessable. All of the issued and outstanding shares of capital stock or other ownership interest of each Subsidiary of the Company are directly or indirectly wholly-owned by the Company, free and clear of all pledges, liens, encumbrances or other claims or charges, except pledges, liens, encumbrances or other claims or charges that will be released at the Closing. Except as set forth on Schedule 3.03 hereof, there are no authorized or outstanding subscriptions, options, warrants, commitments, preemptive rights, subscription rights, exchange rights, agreements, arrangements, commitments or obligations (contingent or otherwise) of any kind for or relating to the repurchase, acquisition, issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of any Subsidiary of the Company.

Section 3.04 Authority of the Company.

(a) The Company has full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement (the “ Other Documents ”) and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Other Document and the performance of the Company’s obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize the execution, delivery and performance of this Agreement and each Other Document. This Agreement and each Other Document constitute, or will when executed and delivered constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b) The execution, delivery and performance by the Company of this Agreement and each Other Document to which it is a party:

(i) do not and will not violate any provision of the articles of incorporation or by-laws or other equivalent governing document of the Company or any Subsidiary;

(ii) do not and will not violate any Laws of the United States, or any state or other jurisdiction applicable to the Company or any Subsidiary, or require the Company or any Subsidiary to obtain any approval, consent or waiver of, or make any filing with, or provide notice to, any Person (governmental or otherwise) that has not been obtained or made, which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except for any actions required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), or other competition or anti-trust related legal or regulatory requirements of foreign jurisdictions, commissions or governing bodies (the “ Antitrust Laws ”); and

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(iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination, acceleration, modification, cancellation of, or require any notice, consent, authorization, approval or exemption under, any indenture, loan or credit agreement, or any other agreement, contract, understanding, commitment, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, to which the Company or any Subsidiary is a party or by which the property of the Company or any Subsidiary is bound (or result in the imposition of any Liens upon any of their assets), except where any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as otherwise set forth on Schedule 3.04 hereto.

Section 3.05 Compliance with Laws. Except as set forth on Schedule 3.05 hereto, the Company and each Subsidiary is in compliance with all applicable laws, judgments, decrees, injunctions, statutes, ordinances, orders, rules and regulations (“ Laws ”) promulgated by any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitral tribunal or any other public authority, whether foreign, transnational, federal, state, municipal or local (a “ Governmental Authority ”) which are necessary for the operation of the business of the Company and the Subsidiaries as conducted, except where failure to so comply would not, individually or in the aggregate, currently have a Material Adverse Effect. Since the Acquisition Date, to the Knowledge of the Company, neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Authority regarding any actual, alleged, possible, or potential violation of, or failure to comply materially with any Law by the Company or its Subsidiaries.

Section 3.06 Advisory and Other Fees. Neither the Company, nor any Subsidiary has incurred nor shall any of them become liable for any advisory fee, broker’s commission or finder’s fee relating to or in connection with the transactions contemplated by this Agreement, other than advisory fees payable to Lincoln International, L.L.C., which fees shall be paid by or on behalf of the Stockholders as provided in Section 12.04 .

Section 3.07 Taxes. Except as set forth on Schedule 3.07 hereto:

(a) (i) Since the Acquisition Date, all income Tax Returns of or with respect to the Company and each Subsidiary required by Law to be filed have been timely filed and all other material Tax Returns of or with respect to the Company and each Subsidiary required by applicable federal, foreign, state, local or other Law to be filed have been filed;

(ii) The Company and each Subsidiary have timely paid or caused to be paid as of the date hereof all Taxes (whether or not shown as due on any Tax Returns referred to in Section 3.07(a)(i) ), except to the extent such Taxes are being contested in good faith by the Company or any Subsidiary and are properly reserved for on the books or records of the Company; and

(iii) Since the Acquisition Date, there has not been any audit of any Tax Return filed by or with respect to the Company or any Subsidiary for which the

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applicable statute of limitations has not expired, no audit of any such Tax Return of or including the Company or any Subsidiary is in progress, and neither the Company nor any Subsidiary has been notified by any taxing authority that any audit is contemplated or pending. Since the Acquisition Date, no written claim has been made by any Governmental Authority in a jurisdiction where the Company or any Subsidiary does not file Tax Returns that the Company or any Subsidiary is or may be subject to taxation by that jurisdiction.

(b) Neither the Company nor any Subsidiary is a party to, is bound by or has any obligation under, any agreement relating to allocating or sharing the payment of, or liability for, Taxes or has any liability for Taxes of any Person (other than members of the affiliated group, within the meaning of Section 1504(a) of the Code, filing consolidated federal income tax returns of which the Company is the common parent) under Treasury Regulation § 1.1502-6 (or a similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

(c) No closing agreement pursuant to Section 7121 of the Code or any similar provision of any state, local or foreign law has been entered into by or with respect to the Company or any Subsidiary. Neither the Company nor any Subsidiary has agreed to or is required to make any adjustment for any period after the Closing Date pursuant to Section 481(a) of the Code by reason of any change in any accounting method, there is no application pending with any taxing authority requesting permission for any such change in any accounting method of the Company or any Subsidiary and the Internal Revenue Service has not proposed in writing any such adjustment or change in accounting method.

(d) Since the Acquisition Date, neither the Company nor any Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

(e) Since the Acquisition Date, the Company and each Subsidiary have withheld and paid over to the relevant Governmental Entity all Taxes required to have been withheld and paid in connection with payments to employees, independent contractors, creditors, stockholders or other third parties.

(f) Neither the Company nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or any excess loss account described in Treasury Regulations under Code § 1502 (or any corresponding or similar provision of state, local, or foreign Tax law); (ii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iii) prepaid amount received on or prior to the Closing Date.

(g) Neither the Company nor any Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code § 355 or Code § 361.

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(h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder, either by themselves or in connection with any other event, will entitle any employee, officer, or director of the Company or any Subsidiaries to any payment of any material amount that could individually or in combination with any other such payment constitute an “excess parachute payment” as defined in Code § 280G(b)(1) of the Code (or any corresponding or similar provision of state, local, or foreign Tax law).

Section 3.08 Litigation. Schedule 3.08 hereto sets forth each material claim, complaint, charge, grievance, arbitration, condemnation, expropriation or other proceeding in eminent domain, action, suit, investigation and other proceeding pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary or the operation, conduct, use or value of their properties or facilities, at law or in equity, or before or by any Governmental Authority.

Section 3.09 Financial Statements.

(a) The Company has delivered to the Buyer the following financial statements, attached as Schedule 3.09(a) hereto:

(i) audited consolidated balance sheet of the Company as of December 31, 2004, December 31, 2005 and December 31, 2006 and audited consolidated statements of operations, shareholder’s equity, and cash flows for the fiscal year then ended (collectively, the “ Audited Financial Statements ”); and

(ii) unaudited consolidated balance sheet of the Company as of March 31, 2007 (the “ Latest Balance Sheet ”) and the related statements of operations and cash flows for the three (3) months then ended (collectively, the “ Unaudited Financial Statements ” and, together with the Audited Financial Statements, the “ Financial Statements ”).

(b) The Audited Financial Statements have been prepared in accordance with GAAP applied consistently during the periods covered thereby, and present fairly in all material respects the financial condition of the relevant entities at the dates of said statements and the results of their operations and cash flows for the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments, none of which would be, individually or in the aggregate, material.

(c) Except as set forth on Schedule 3.09(c) hereto, neither the Company nor any of the Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent, direct, indirect, known, unknown, or otherwise, whether due or to become due and regardless of when or by whom asserted), except for (i) the liabilities reflected or reserved against on the Latest Balance Sheet (including any notes thereto); (ii) liabilities incurred in the ordinary course of

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business since the date of the Latest Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort or infringement or a claim or lawsuit); (iii) liabilities identified on the Schedules hereto; and (iv)   liabilities which, together with all liabilities arising out of the same facts and circumstances, individually or in the aggregate, would not exceed $2,000,000; provided that in the event a subject matter is specifically addressed in any of the representations or warranties in Sections 3.05 , 3.06 , 3.07 , 3.10 , 3.12 , 3.15 , 3.19 , 3.20 , 3.21 or 3.25 , the Buyer shall only be entitled to rely on such representations or warranties and the representations and warranties in this Section 3.09(c) shall not be deemed to cover or be made with respect to such liabilities that are specifically addressed in such other representations or warranties.

Section 3.10 Transactions with Affiliates. Except as set forth on Schedule 3.10 hereto and except to the extent reflected in the Financial Statements, there is not in existence any, and since the Acquisition Date, other than arrangements entered into in the ordinary course of business with individuals relating to their employment by the Company or any of its Subsidiaries, there have been no, material transactions, contracts, understandings or agreements of any kind between the Company or any Subsidiary and any Person (other than the Company or any Subsidiary) who is an Affiliate of the Company or any Subsidiary, or officer, director or shareholder or, to the Knowledge of the Company, any employee of the Company or any Subsidiary, or any individual related by marriage or adoption to any such individual or entity in which any such individual owns a material interest.

Section 3.11 Real Properties.

(a) The Company or the Subsidiaries have good and marketable title to the real properties set forth on Schedule 3.11(a) (the “ Owned Real Property ”) free and clear of Liens, except for Permitted Liens and except for matters that would not have a Material Adverse Effect. Except as set forth on Schedule 3.11(a) , the Company or the Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. No Owned Real Property is subject to any sales contract, option, right of first refusal or similar agreement or arrangement with any third party except as would not have a Material Adverse Effect.

(b) Schedule 3.11(b) hereto sets forth each lease or other agreement under which the Company or any Subsidiary leases or has rights in any material real property (the “ Real Property Leases ” and, each individually, a “ Real Property Lease ”). True and complete copies of the Real Property Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) have been made available to the Buyer and/or its agents by the Company. Except as set forth on Schedule 3.11(b) hereto, (i) the Company and each Subsidiary have a valid and subsisting leasehold interest in all the real property which is the subject of each of the respective Real Property Leases set forth on Schedule 3.11(b) hereto (individually, the “ Leased Real Property ” and, collectively, the “ Leased Real Properties ”); (ii) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof.

(c) No material permit, license or certificate of occupancy pertaining to the leasing or operation of any Owned Real Property or Leased Real Property, other than those which are transferable with such property, is required by any Governmental Authority.

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Section 3.12 Absence of Material Adverse Effect. Except as set forth on Schedule 3.12 hereto, since the date of the Reference Balance Sheet, there has not been any Material Adverse Effect.

Section 3.13 Absence of Certain Changes. Except as set forth on Schedule 3.13 hereto, as of the date hereof, the Company and each Subsidiary have complied in all material respects with the covenants and restrictions set forth in Section 6.01 hereof to the same extent as if this Agreement had been executed on, and had been in effect since, the date of the Reference Balance Sheet.

Section 3.14 Tangible Personal Property. Except as set forth on Schedule 3.14 hereto, (a) the Company and each Subsidiary have good and marketable title to all of the items of tangible personal property and assets used by them or reflected on the Latest Balance Sheet, except for inventory or equipment sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practices, and (b) all such tangible personal property is owned free and clear of all liens, encumbrances, mortgages, pledges, options, licenses, rights of first refusal, rights of first offer and security interests (collectively, “ Liens ”), except for (i) Liens identified on Schedule 3.14 hereto, and (ii) Permitted Liens.

Section 3.15 Intellectual Property.

(a) Schedule 3.15(a) hereto sets forth a complete and accurate list of all: (i) patents and patent applications, (ii) trademark and service mark registrations and applications for registration thereof, and Internet domain name registrations, (iii) registered copyrights and applications for registration of copyrights, and (iv) to the Knowledge of the Company, material software (including, without limitation, generic descriptions of firmware, libraries, middleware, and applications) that is embodied in any product or service of the Company or any of its Subsidiaries, in each of the foregoing cases that are owned by the Company or any Subsidiary (collectively, “ Company Scheduled Intellectual Property ”).

(b) Except as set forth on Schedule 3.15(b) , the Company (directly or through a Subsidiary) (i) owns and possesses all right, title and interest in and to all Company Scheduled Intellectual Property, free and clear of all Liens other than (1) Permitted Liens or (2) any applicable licenses set forth on Schedule 3.16(i) , and (ii) owns and possesses all right, title and interest in and to or possesses valid and enforceable licenses to all (y) other Company Intellectual Property and (z) all other Intellectual Property used in the conduct of the business of the Company and its Subsidiaries on or prior to Closing, in each case (i) and (ii) free and clear of all Liens other than (1) Permitted Liens or (2) any applicable licenses set forth on Schedule 3.16(i) .

(c) Except as set forth on Schedule 3.15(c) , (i) to the Knowledge of the Company, neither the Company nor any Subsidiary has received any notice of infringement or misappropriation of or conflict with any Intellectual Property of any third party (including, without limitation, any written demands or written unsolicited offers to license any Intellectual Property from any third party that reference a third party patent and a Company product or service); (ii) neither the conduct of its business nor any of the products sold or services provided by the Company or any Subsidiary in connection therewith infringes, misappropriates or

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otherwise conflicts with Intellectual Property of any third party on or prior to Closing; (iii) to the Knowledge of the Company, no third party has infringed, misappropriated or otherwise conflicted with any Intellectual Property owned by the Company; and (iv) no claims are pending or, to the Knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries by any third party regarding the use or ownership of any Company Intellectual Property, or challenging or questioning the validity or enforceability of any Company Intellectual Property, and to the Knowledge of the Company there are no grounds for the same.

(d) (i) Since the Acquisition Date and to the Knowledge of the Company,