SHARE PURCHASE AND TRANSFER AGREEMENT

Exhibit 10.1

No.            of the Roll of Deeds for 2007

Transacted

at Munich

on June 6, 2007.

Before me, the undersigned notary

Dr. Thomas Engel

with official residence at
80333 München, Theatinerstraße 8

appeared today:

1.		Mr. Thomas Reisinger, born on December 16, 1962, business address: Elektrastraße 6, 81925 Munich, identified by an official personal identity card bearing a photograph,
		not acting in his own name but in his capacity as managing director with sole power of representation of:
		Nu Horizons Electronics GmbH, a limited liability company ( Gesellschaft mit beschrankter Hafiung ) incorporated and existing under the laws of Germany with its seat in Munich, registered with the Commercial Register at the local court in Munich under HRB 165 287 and its business address: Elektrastraße 6, 81925 Munich, and
2.		Mrs. Eva Todt-Hang, born on July 4, 1951, with business address at Maximilianstrarße 24/111, 80539 München, identified by an official personal identity card bearing a photograph, acting on behalf of Mrs. Inge Merl, born on March 1, 1952, address: An der Lohe 55, 85375 Neufahrn, on the basis of the attached power of attorney..

The question of the notary concerning prior

involvement (“ Vorbefassung ”) within the meaning of section 3 paragraph 1 sentence 1 no. 7 of the German Notarisation Act ( Beurkundungsgesetz ) was denied by the persons appeared after explanation by the notary.

The persons appearing requested the notarization of the following

Share Purchase and
Transfer Agreement

between

1.

Mrs. Inge Merl

-  hereinafter also referred to as the “Seller” -

and

2.

Nu Horizons Electronics GmbH

-  hereinafter also referred to as the “Purchaser”  -

-  the Seller and the Purchaser are collectively also referred to as the “Parties” and each a “Party” -

TABLE OF CONTENTS

Sec. 1		Sale and Transfer of the Share			8
Sec. 2		Purchase Price. Conditions of Payment. Escrow Agreement			10
Sec. 3		Guarantees of the Seller			11
Sec. 4		Guarantees of the Purchaser			32
Sec. 5		Remedies			33
Sec. 6		Other Obligations of the Parties and Indemnities			35
Sec. 7		Restrictions on the Seller			40
Sec. 8		Confidentiality			42
Sec. 9		Conditions precedent			43
Sec. 10		Miscellaneous			44
Sec. 1 I		Dispute Settlement, Applicable Law			48

TABLE OF SCHEDULES

Schedule 2.4		Escrow Agreement
Schedule 3.1(c)		Articles of association of the Company, dated as of Dec. 20, 2005
Schedule 3.1(d)		List of managers, Prokurists and comparable members of the management
Schedule 3.1(e)		Consent of Mr. Klaus Merl to the Conclusion of this Agreement, dated as of May 21, 2007
Schedule 3.2(a)		Asset List
Schedule 3.3		List of legal relations between the Seller/her Relatives/Controlled Companies and the Company
Schedule 3.4(a)		Financial Statements
Schedule 3.4(b)		Bank Balances
Schedule 3.5(a)		List of disposed assets
Schedule 3.8		List of disputes
Schedule 3.9		Contractual Obligations
Schedule 3.11		List of orders
Schedule 3.12(a)		List of customers and suppliers
Schedule 3.14		List of insurance contracts
Schedule 3.16		Resignation letters of board members
Schedule 3.17(a)		List of employees
Schedule 7.4		List of persons the Seller shall not offer employment contracts or agreements on the rendering of services to
Schedule 9.2		Management consulting contract between the Seller and the Purchaser
Schedule 9.3		Mutual termination agreements between the Seller and Mr. Klaus Merl and the Company

Preamble

1.		WHEREAS the Seller is the sole shareholder of dacom-süd Electronic Vertriebs GmbH (hereinafter also referred to as the “Company” ) with its seat in Ismaning, registered in the Commercial Register at the local court in Munich under HRB 83 610 and having a fully paid in share capital in the nominal amount of DM 104,000.00 divided into 1 share (hereinafter also referred to as the “Share” ) which is held as follows:
		Shareholder              Nominal Amount Of Share Held
		Seller                          DM 104,000.00
		Total                           DM 104,000.00

2.		WHEREAS the object of the Company is the sale of all kinds of electronic components.
3.		AND WHEREAS the Parties to this Share Sale and Transfer Agreement (hereinafter referred to as “Agreement” ) have agreed that the Seller shall sell and transfer the sole Share in the Company on the basis of the terms and conditions set forth in this Agreement to the Purchaser.

NOW THEREFORE, the Parties agree as follows:

Sec. 1
Sale and Transfer
of the Share

1.1		Seller hereby sells to Purchaser in accordance with the terms of this Agreement her aforementioned Share. Purchaser accepts such offer to purchase.
		Seller and Purchaser agree that the transfer of the ownership in the Share shall be effected in accordance with sections 413, 398 German Civil Code (BGB)  and section 15 German Limited Liability Companies Act (GmbHG) .
		Seller and Purchaser agree that the respective Share and all rights and ancillary rights arising from the ownership in the Share, in particular all profit rights (“Gewinnbezugsrechte”) of the Seller shall be transferred to Purchaser with effect of December 31, 2006, 12.00 midnight / January 1, 2007, 0.00 o’clock (hereinafter referred to as “Transfer Date” ).

1.2

Seller hereby transfers the Share to Purchaser free and clear of any liens or encumbrances subject to

		payment of the Purchase Price pursuant to Section 2.3, 2.4 and 2.5 below by the Purchaser (condition precedent; “Aufschiebende Bedingung” ) and Purchaser accepts such transfer.
1.3		Seller hereby further sells and, subject to the payment of the Purchase Price pursuant to Section 2.3, 2.4 and 2.5 below by the Purchaser, transfers to the Purchaser, which accepts such sale and transfer,
(a)		notwithstanding Section 3.3, all other rights and claims which she may have against the Company, if any, and
(b)		all tangible and intangible assets owned in whole or in part by the Seller which serve, are currently used or necessary for the business of the Company, if any, except to the extent that any such properties are to remain with the Seller pursuant to the express provisions of this Agreement and its Schedules.
1.4		Seller hereby consents to the sale and transfer of the Share to the Purchaser and waives all rights of first refusal or similar rights, if any, with respect to such sale and transfer.

transfer.

Sec. 2
Purchase Price, Conditions of Payment,
Escrow Agreement

2.1		The entire consideration for the sale and transfer of the Share and for all other obligations assumed by the Seller in this Agreement shall be EUR 1,951,000.00 (in words: EURO one million nine hundred fifty one thousand) (hereinafter referred to as “Purchase Price” ).
2.2		The Purchase Price shall be due and payable (delivery versus payment) pursuant to Section 2.3, 2.4 and 2.5 below on the date hereof ( “Closing Date” ).
2.3		An amount of EUR 1,751,000.00 (in words: EURO one million seven hundred fifty one thousand) shall be paid to the account no. 1901504456 of the Seller with Citibank (Bank Identification Code 300 209 00) IBAN DE19300209001901504456, Bic Code CIPRDEDD.
2.4		An amount of EUR 200,000.00 (in words: EURO two hundred thousand) shall be paid to the account no. 668513093 with HypoVereinsbank (Bank Identification Code 700

		202 70; IBAN DE21700202700668513093; Swift (BIC Code) HYVEDEMMXXX) (hereinafter referred to as “Escrow Account” ) to be established by the Escrow-Agent on the basis of the escrow agreement, a copy of which is attached in Schedule 2.4 hereto (hereinafter referred to as “Escrow Agreement” ).
2.5		Purchaser shall instruct its bank immediately in the presence of the notary public by telephone, electronically or by telefax to effect the payment pursuant to Section 2.3 and 2.4 above to the account of the Seller and to the Escrow Account.

Sec. 3
Guarantees of the Seller

In concluding this Agreement, the Purchaser relies on the correctness of the representations and warranties made hereinafter.

The Seller hereby declares to the Purchaser - by means of an independent guarantee pursuant to section 311 paragraph 1 German Civil Code (BGB) (“selbständiges Garantieversprechen”) and within the scope of the following description of contents -, that the following statements of Sections

3.1 to 3.19 as of the Closing Date are complete and correct. Further, the Parties agree that these statements do not constitute a guarantee as to the nature of the issue as described in section 443 German Civil Code (BGB) (“Beschaffenheitsgarantie”).

Although the following guarantees refer to characteristics or to the nature of the subject matter of this Agreement, they nevertheless constitute independent guarantees as described in the previous paragraph. The abovementioned interpretation of Sections 3.1 to 3.19 is irrevocably binding for the Parties both with regard to their contractual relationship and, as far as legally admissible, with regard to their relationship with third parties. The Parties agree that this interpretation forms the necessary foundation for all independent guarantees on part of the Seller pursuant to Section 3.

3.1		Status of Share
(a)		The statements in the Preamble hereof about the Company and the Share therein is complete and correct in every respect. The Share is fully paid, non-assessable and free of secondary or other obligations or restrictions.
		The Company has been duly in-

		corporated and there are no circumstances in existence which may reasonably result in any insolvency proceedings.
(b)		Persons and companies other than those shown in the Preamble hereof do not hold any direct or indirect interest of any type whatsoever in the Company and there are no claims for the granting of any such interest. The Share is free from all rights of third parties of any type whatsoever and there are no claims for the granting of such rights or the transfer of such Share.
(c)		Except for the articles of association of the Company as set forth in Schedule 3.1 (c ) hereto, as well as other agreements, resolutions and promises specifically referenced in this Agreement and its Schedules, there are no agreements, resolutions or promises concerning (i) the relationship between the Company and its shareholder, or (ii) the appointment of members of any board of the Company, nor are there any obligations to enter into such agreements, resolutions or promises.
(d)		Schedule 3.1 (d) hereto contains a

		correct and complete list of all managers, Prokurists and comparable members of the management of the Company, all members of any supervisory or advisory board or similar bodies, if any, of the Company and all general powers of attorney granted by the Company as well as all bank accounts and signature authorities.
(e)		The Share does not form the entire property within the meaning of section 1365 paragraph 1 German Civil Code (BGB) of the Seller. The husband of the Seller, Mr. Klaus Merl, consented to the Conclusion of this Agreement by the Seller with declaration of consent, dated as of May 21, 2007, attached as Schedule 3.1 (e) to this Agreement.
3.2		Organisation
(a)		The Company has full, unrestricted and unencumbered title to, and possession of, all tangible and intangible assets which serve or are destined to serve its business, in particular the assets defined in the “Asset List” (attached as Schedule 3.2 (a) to this Agreement), except for those tangible assets which are leased from persons and companies other than the Seller in

the ordinary course of business on normal market terms or which are still subject to usual reservations of title by suppliers pending payment.

(b)		The Company owns all assets required for the normal conduct of its business.
(c)		The Company does not have any branches or divisions outside of their principal place of business in Ismaning and does not hold any participations or interests in any other companies, partnerships or enterprises.
(d)		With the transfer of the Share to the Purchaser pursuant to Section 1 above, the Purchaser acquires full, unrestricted and unencumbered title to the Share at its free disposal.
3.3		Termination of Agreements/Shareholder Loan
		Except as expressly set forth in this

		Agreement and its Schedules and Schedule 3.3 hereto, all legal relations between the Seller on the one side and the Company on the other side and all rights and claims of the Seller against the Company shall terminate as of the Closing Date with no right and claim surviving the Closing Date and no obligation or liability whatsoever shall arise for the Company or the Purchaser from such termination. The Seller shall procure that the same applies to all legal relations between her relatives within the meaning of section 15 of the German Tax Code (Abgabenordnung) (hereinafter referred to as “Relatives” ) and/or companies controlled by her or their Relatives (hereinafter referred to as “Controlled Companies” ) and the Company and to all rights and claims of Relatives and/or Controlled Companies against the Company and will, if necessary, hold the Company and the Purchaser fully harmless in good time.
3.4		Financial Statements Working Capital
(a)		The financial statements (balance

sheets, loss and profit statement and explanatory notes in accordance with sections 284 and 285 German Commercial Code ( HGB )) of the Company for fiscal years 2004, 2005 and 2006 and the financial statements for the interim period ended March 31, 2007 (the “ Balance Sheet Date ”) (the balance sheet as of such date hereinafter referred to as the “ Most Recent Balance Sheet ” and, together with the annual financial statements hereinafter referred to as “ Financial Statements ”) attached as Schedule 3.4 (a) to this Agreement have been prepared with the care of a conscientious businessman on the basis of proper book-keeping and in accordance with German generally accepted accounting principles as set out in the provisions of the German Commercial Code (HGB)  also taking account of the provisions of the German Limited Liability Companies Act (GmbHG) . Such principles have in each case been applied consistently and without change as in the three preceding years. All risks, devaluations and losses ascertainable at the time of the preparation of the respective Financial Statements have been duly provided for by sufficient depreciations, changes of evaluation or reserves; the Company does not have pension obligations. The Financial Statements are complete

and correct and present completely and correctly the financial position of the Company as of the respective balance sheet dates and the results of the operations of the Company for the period then ended. There are no undisclosed liabilities other than (i) those recorded in the Financial Statements and (ii) liabilities incurred in the ordinary course of business but in any event not in excess of EUR 5,000.00.

(b)		On the date hereof the Company owns the bank balances as set forth in Schedule 3.4 (b) to this Agreement.
(c)		The Working Capital (as defined hereinafter) of the Company amounts to more than EUR 365,000.00. As used herein, the term “Working Capital” shall mean the balance of inventories, accounts receivable, other current assets and prepaid expenses, other provisions, trade payables, and other current liabilities.

3.5		Continuation of the business
(a)		Since the Balance Sheet Date the Company has only been conducted within the normal and ordinary course of business; in particular, (i) any salary and wage increases granted with effect after the Balance Sheet Date were within the normal scope, (ii) the financial debt has not increased, (iii) except for the assets set forth in Schedule 3.5 (a) hereto, no material assets have been disposed of or pledged other than in the ordinary course of business and (iv) all inventories have been valued at the lower of cost or market price principle (“strenges Niederstwertprinzip”) and are not in excess of the quantities required for the continuation of the business as currently conducted.
(b)		Since the Balance Sheet Date until the date hereof no extraordinary business event or legal arrangement has occurred or been entered into and there has also not been any extraordinary event (in particular no profit distributions) which by itself or together with other extraordinary events has materially adversely affected the assets or

		the profit situation of the Company.
3.16		Assets
		All material moveable assets of the Company have been well maintained and are in good and serviceable condition, normal wear and tear excluded. The amounts shown as receivables in the Most Recent Balance Sheet have arisen from the sale of inventory or services to persons not affiliated with the Company and the Seller, Relatives and/or Controlled Companies in the ordinary course of business only and will usually be paid by the respective debtor on the basis of procedures usual within the Company within 90 days from the due date at the gross amounts shown without deductions and delcredere, collection or other costs, less the amount of individual and lump sum reserves made in the Most Recent Balance Sheet.

3.7		Real Estate
		The Company does not own any real estate.
3.8		Dispute and Litigation
		Except for the disputes set forth in Schedule 3.8 hereto, the Company is not a party to, or threatened by, any litigation, administrative proceedings or investigations nor are circumstances known to exist, which might reasonably be expected to provide a basis for such litigation, administrative proceedings or investigations. Except as stated in Schedule 3.8 , no warranty claims — statutory or contractual — have been raised by customers or third parties against the Company since January 1, 2004 from the delivery of products. The Company is not subject to any judgment, decree or settlement or agreements in any legal or administrative proceedings which restrict or impair it in any business measures, in the acquisition or disposition of assets, in competition or in the operation of any line of business. In particular, the non-competition-clause in the distribution agreement between the Company and Clare, Inc., dated as of January 26, 2001, the non-competition-clause in the distribu-

		tion agreement between the Company and Standard Mircosystems Corporation, dated as of March 15, 2000, and the non-competition- clause in the distribution agreement between the Company and Micrel Semiconductor, Inc., dated as of December 1, 1999, do not impair the Company in any business measures; the Company respects the aforementioned non-competition-clauses and does not sell products of competitors of Clare, Inc., Standard Mircosystems Corporation or of Micrel Semiconductor, Inc.
3.9		Material Contractual Obligations
		Except for the contracts, agreements and promises described in Schedule 3.9 hereto (hereinafter collectively “Contractual Obligations” ), the Company is not subject to any material contractual obligations.
		The information on the contents of the Contractual Obligations in Schedule 3.9 hereto is complete

		and correct. The Contractual Obligations are valid and enforceable against the parties thereto, and neither the Company nor the respective other party has breached, or is in default under, any of the Contractual Obligations. The execution and the consummation of this Agreement will not result in any change or termination of any Contractual Obligations, in any repayment of any grants, tax advantages or comparable benefits of any kind whatsoever granted to the Company, in the acceleration of any obligation or liability of the Company or in the reduction or termination of any supply or delivery relations between the Company and its suppliers and customers.
3.10		IP Rights
(a)		The Company has the unrestricted right to use its current firm name.
(b)		The Company owns all processing and marketing know-how for its entire previous and present products and holds, to the extent that such processing and marketing know-how has been reduced to writing, all documents pertaining thereto. The Company does not infringe

		any industrial property rights of third parties by marketing their present products or by any other act within its business, nor will it in- fringe any industrial property rights of third parties by marketing any products currently under design and development.
(c)		The Company in particular has and has had at all times all necessary licenses to operate its business.
(d)		The Company in particular has and has had at all times all necessary rights to use its current internet domain name “dacom-sued.de”.
3.11		Orders
		The information as to the orders of the Company as set forth in Schedule 3.11 hereto is complete and correct, the orders reflected in Schedule 3.11 constitute correct and actual sales contracts of the Company and binding commitments of the respective customers of the Company concluded on the Company’s standard terms, except as disclosed in Schedule 3.11 .

3.12

Customers and Suppliers

(a)		Schedule 3.12(a) hereto contains a complete and correct list of the ten largest customers and the ten largest suppliers for the preceding twelve months (dated as of May 23, 2007) as well as of all suppliers of the Company which, for goods and services of any kind, are the sole source of supply for which there is no alternative source on comparable conditions (except for energy supply agreements and PTT services).
(b)		The Company has good business relationships with such customers and suppliers and to best knowledge of the Seller, which also comprises the Company’s best knowledge, (know and should know) there is no reason to believe that such business relationships will change as a result of the transactions agreed in this Agreement or for any other reason. All contracts and other relationships of the Company with customers, suppliers and other contract partners are established and practised on arms length terms.

3.13		Taxes, Social Security Charges
		“Tax” or “Taxes” shall mean any and all taxes, direct or indirect, including (without limitation) all levies, fees, duties, contributions or charges, withholdings imposed by or on behalf of any national, municipal or local government or any other administrative body or person whatsoever, including (without limitation) income tax, net wealth tax, withholding tax, local taxes, value added tax, registration fees, customs duties or social contributions payable by the Company in accordance with applicable taxation, customs or social security regulations in force up through the Closing Date, including interest, penalties and other related charges in the meaning of section 3 of the German Tax Code ( Abgabenordnung-AO ).
		The Company has complied with the applicable taxation, customs or social security regulations in force up through the Closing Date in all material aspects and has duly filed

		by the due dates all tax returns and other reports required under the applicable laws to be filed with any tax and other authority (“Tax Authority”) , paid all due Taxes, tax pre-payments and other public dues, retained all Taxes, social security charges and other charges to be retained and paid them by the due date to the respective recipient and paid all related delay charges and penalties, if any, and has fully reserved for any taxes, social security charges and other public dues not yet, i.e. as of the Balance Sheet Date, due in the Most Recent Balance Sheet. No Taxes arise in connection with the transactions contemplated under clause 3.3 above.
		The Company has made all deductions or withholdings of Taxes in respect of any payments made by it which it is obliged by law to make and has duly paid to the appropriate Tax Authority for all amounts so deducted.

		The Company has reflected in the returns submitted to the Tax Authority all the incomes, flows or transactions that had to be reported (including any constructive dividend issues) and has declared income, flows or transactions that are true, accurate and complete in all material respects and are not the subject of any dispute. The Seller warrants and guarantees that any tax claim/refund asserted against the Tax Authority actually existed in the asserted amount and claimed/refunded amount.
		The Company has duly kept all records and information systems which a company is required to keep for taxation purposes and can make them available for inspection at the premises of Company.
3.14		Insurance
		Schedule 3.14 hereto contains a complete and correct list of all insurance contracts of the Company. The insurance contracts provide for appropriate coverage customary in the industry and are in full force and effect, all premiums due have

		been paid and there are no outstanding insurance claims questioned, denied, disputed or under review by the relevant insurers.
3.15		Compliance
		The Company has obtained all administrative approvals and licenses, which it requires for the conduct of its present business. It does not violate in conducting its business to any material degree or with any material consequences any rights of third parties or any applicable laws including competition and trade law and provisions concerning environmental protection, and has also in the past not violated any provisions concerning environmental protection. The assets of the Company are materially in compliance with all such rights of third parties or applicable laws. All products marketed and/or distributed by the Company conform to legal and other applicable provisions including defined standards. The signature, the conclusion and the fulfillment of this Agreement by the Seller shall result in a valid, legally binding and legally enforceable obligation of the Seller which corresponds to the contractual pro-

		visions and will, in particular, not violate any law, contract or agreement or conflict with any law, contract or agreement, or any provision of any law, contract or agreement, in any case, by which this Agreement is or could be rendered invalid.
3.16		Resignation
		The members of the management board of the Company have resigned from their positions with effect as of the date herof without any obligation or liability whatsoever arising for the Company or the Purchaser from such resignations as set forth in the resignation letters attached in Schedule 3.16 hereto.
3.17		Employees, Consultants
(a)		The list of employees and consultants of the Company as set forth in Schedule 3.17 (a) hereto is complete and correct. The Company is in compliance with all applicable

		laws and regulations, in particular labour laws and regulations, in all material respects. There are no and there have not been in the past any disputes with the workforce and the employee representatives and there are no circumstances known to exist which might reasonably be expected to result in such disputes.
(b)		The withdrawal of Mrs. Bettina Koeniger with effect from March 15, 2007 will not result in any costs for the Company.
3.18		No Material Adverse Changes
		Since the Balance Sheet Date there has not been any material adverse change in the business or prospects of the Company. To the best of Seller’s knowledge as of the date hereof, there are no circumstances particularly relating to the Company which could in the future materially adversely affect the business of the Company. The Seller, as of the date hereof, has no knowledge of any facts or circumstances, which could result in any restriction, impediment, or cessation of the distribution or marketing of any product presently distributed or marketed by the Company.

3.19		Broker fees
		The Company is not subject to obligations vis-à-vis brokers or finders.

Sec. 4
Guarantees of the Purchaser

Purchaser guarantees by way of an independent guarantee that the following statements as at the Closing Date are correct:

4.1		Purchaser is a company validly existing, duly incorporated and registered under the laws of Germany.
4.2		Purchaser has all corporate power to enter into this Agreement and to fulfil all obligations contained herein. The signature, the conclusion and the fulfilment of this Agreement by the Purchaser shall result in a valid, legally binding and legally enforceable obligation of the Purchaser which corresponds to the contractual provisions, except as enforceability may be limited by

bankruptcy, insolvency or other laws affecting creditor rights, and will, in particular, not violate any law, contract or agreement or conflict with such law, contract or agreement or any provision of such a law, contract or agreement by which this Agreement is or could be rendered invalid.

Sec. 5
Remedies

5.1		In the event that a guarantee given by the Seller pursuant to Section 3 of this Agreement is incorrect, the Seller shall pay compensation for the damages incurred by the Purchaser or the Company (“Schadensersatz”).
5.2		Any right of rescission (“Rücktritt”) shall be excluded except that the Purchaser shall be entitled to rescind this Agreement if a breach of the guarantees in Section 3 above has occurred which has or will result in a damage in excess of 50 % of the Purchase Price; and except that the Seller shall be entitled to

		rescind this Agreement if the Purchaser doesn’t pay the due and payable Purchase Price pursuant to Section 2.3, 2.4 and 2.5 within 15 business days after the receipt of a written request for payment of the Seller (the “Request” ).
5.3		Any review, inspection and investigation of the Purchaser or any certified public accountant, attorney or other consultant retained by the Purchaser shall neither affect the Seller’s obligations, representations and warranties hereunder nor the right of the Purchaser to raise claims on the basis of such obligations and guarantees.
5.4		Claims of the Purchaser against the Seller on the basis of the guarantees of the Seller in this Agreement which concern events or due dates prior to the Closing Date will be reduced to the extent that the damages giving rise to such claims have been fully reflected in the Most Recent Balance Sheet.
5.5		Except as provided in the next sentence, claims of the Purchaser under this agreement shall expire

(“verjähren”) on June 30, 2008. Any claims of the Purchaser in connection with tax or social security obligations shall expire (“verjähren”) 6 months after the tax assessment, which is not subject to statutory reservation for review by the tax authorities, has become unappealable. The limitation period shall be suspended by written assertion of a claim filed with the International Court of Arbitration pursuant to the Rules set forth in Section 11 of this Agreement.

Sec. 6
Other Obligations of the Parties and Indemnities

6.1		The Parties undertake, upon the request of any Party, at any time after the date hereof and without further compensation to execute all documents in proper form and to take all reasonable measures, which may still be necessary in order to consummate and to comply fully with the purpose of this Agreement.
6.2		[Intentionally omitted]
6.3		The Seller undertakes to hold the Company and the Purchaser as from the Closing Date fully and in good time harmless from:

(a)		all claims of the Seller, Relatives and Controlled Companies against the Company and the Purchaser resulting from any period before the Closing Date;
(b)		The Seller shall indemnify, defend and hold the Purchaser and the Company harmless from and against

(i) any liability arising from a breach of the representations set out in clause 3.13,

(ii) all liabilities, accrued or contingent, obligations, damages and expenses resulting from or arising out of, Taxes, social security contributions (both employers and employees), impositions, duties, contributions, levies and all public law dues of any kind, including any interest or penalties of the Company which become due and payable for all taxable periods until and including the Transfer Date, which have not been sufficiently provided for in the financial statements for the fiscal year 2006,

(iii) all liabilities, obligations, damages and expenses resulting from or arising out of, Taxes, including any interest or penalties of the Company, that relate to hidden profit distributions occurring up to and including the Closing Date, and

(iv) all other liabilities, accrued or contingent, damages and expenses of the Company, which have not been sufficiently provided for in the financial statements for the fiscal year 2006 and which should have been provided for in the financial statements for the fiscal year 2006 in accordance with German generally accepted accounting principles as set out in the provisions of the German Commercial Code (HGB)  also taking account of the provisions of the German Limited Liability Companies Act (GmbHG)

Any such indemnification claims shall not only become payable by the Seller to the Purchaser or the Company if such Tax is finally assessed but already once the Tax Authority requires payment of the Taxes, unless the payment has been actually suspended by the competent Tax Authority. If the

final assessment of such Tax deviates from an initially requested Tax in favour of the Company, and if the Seller already paid such initially requested Tax payment to the Purchaser, the Purchaser shall repay the difference between the amount paid by the Seller and the amount finally assessed to the Seller.

(c)

If and to the extent subsequent to a tax audit regarding taxable periods up to and including the Transfer Date (“Tax Audit”), Taxes are re- assessed, which result in additional tax claims (“Additional Tax Claims”) of the Tax Authority against the Company, as well as in tax refund claims (“Tax Refund Claims”) of the Company against the Tax Authority, the following shall apply:

     (i) Additional Tax Claims and Tax Refund Claims shall be offset against each other, irrespective of whether such claims regard different types of taxes and/or different taxable periods. This shall also apply, if tax relevant facts result in Additional Tax Claims in periods under inspection by the Tax Audit but also result in Tax Refund Claims in a subsequent taxable period.

     (ii) If and to the extent upon the offset set forth in paragraph (i) above an Additional Tax Claim remains, the Seller shall pay the amount of the remaining Additional Tax Claim to the Purchaser.

     (iii) If and to the extent upon the offset set forth in paragraph (i) above a Tax Refund Claim remains, the Purchaser shall pay the amount of the remaining Tax Refund Claim to the Seller.

(d)

If and to the extent subsequent to a Tax Audit increased Taxes are assessed resulting in a liability of the Seller towards the Purchaser and/or towards the Company, the Purchaser or the Company shall notify the Seller thereof within 5 working days. The Purchaser guarantees that the Company will legal action against the respective tax assessments upon a respective written request of the Seller. The Seller shall hold harmless and fully indemnify the Purchaser and the Company from any and all expenses resulting from a legal action taken by the Company upon request of the Seller.

The Purchaser guarantees that the Company will admit the attendance of the Seller or a representative of the Seller, if such representative is a certified legal or tax advisor, at the final meeting ( Schlussbesprechung ) of a Tax Audit as set forth in paragraphs (c) and (d) above.

Sec. 7
Restrictions on the Seller

The Seller covenants with the Purchaser that save with the previous written consent of the Purchaser it will not, and will procure that each affiliate of the Seller from time to time will not:

7.1		for the period of three years following the Closing Date, be engaged, or directly or indirectly interested, in carrying on business in competition with the business of the Company as carried on at Closing Date;
7.2		for the period of three years following the Closing Date, directly or indirectly, solicit or endeavour to solicit the business of any third party which either at the Closing Date or

		which either at the Closing Date or at any time during the period of 12 months prior to Closing Date, had been a client or customer of the Company, for the supply of services which are the same as or compete with those services provided by the Company (or formerly provided) to that third party;
7.3		for the period of three years following the Closing Date, directly or indirectly, seek to solicit the services of or endeavour to entice away from the Purchaser or the Company any employee (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company) except by public advertisement which is not directed at such employee; and
7.4		for the period of three years following the Closing Date, directly or indirectly, negotiate with, offer to or conclude with any of the persons mentioned in Schedule 7.4 any employment contract or any

agreement on the rendering of services whatsoever, whether orally or in writing.

Sec. 8
Confidentiality

8.1

Purchaser is obliged to treat the documents or other information regarding the Company or its operations obtained in the course of its Due Diligence examinations or provided to it in connection with this Agreement strictly confidential until the Share is transferred. This does not apply to such information which (i) has been known to the Purchaser prior to receipt of the information from the Seller, (ii) was in the public domain or has subsequently come into the public domain other than by breach of confidentiality obligations by the Purchaser, (iii) the Purchaser has received from a third party which to the best knowledge of the Pur-

		chaser is not under an obligation of confidentiality to the Seller or the Company or (iv) the Purchaser has developed independently and without breaching its confidentiality obligation.
8.2		The Parties will keep the conclusion and the content of this Agreement as well as the content of negotiations confidential unless the disclosure of such information is required by law or by regulations of other regulatory authorities/bodies.
8.3		The Seller shall treat all those business and trade secrets of the Company or its operations which are known to her as strictly confidential.

Sec. 9
Conditions precedent

This Agreement is subject to the following conditions precedent (“ aufschiebendbedingt ”):

bedingt”):

9.1		[intentionally omitted]
9.2		The Seller has entered into a management consulting agreement with the Purchaser a copy of which is attached in Schedule 9.2 hereto.
9.3		The Seller and Mr. Klaus Merl respectively entered into a mutual termination agreement with the Company regarding their respective employment contract; a copy of each mutual termination agreement is attached in Schedule 9.3 hereto.

Sec. 10
Miscellaneous

10.1		One half of the costs for the independent audit of the financial statement 2006 of the Company by Deloitte & Touche shall be borne by each Party. For the rest, each contractual Party shall bear its own costs and taxes and the costs of its advisers and auditors. The Purchaser shall bear the costs of the notarial recording of this deed.
10.2		Each Party shall be personally responsible for the fulfillment of all

		obligations, if any, vis-à-vis brokers or finders assumed by that Party in respect of the transactions agreed herein.
10.3		Changes and amendments to this Agreement as well as declarations to be made hereunder shall be valid only if made in writing (including telefax) unless a notarial deed is legally required. This shall also apply to any change of this provision.
10.4		Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally, or sent by post, courier or by facsimile transmission:
(a)		In the case of the Seller, to:
		Mrs. Inge Merl,
		An der Lohe 55 85375 Neufahrn Fax: +49 /89/ 965165.
(b)		In the case of the Purchaser, to:
		Nu Horizons Electronics GmbH,
		Elektrastraße 6 81925 Munich

		For the attention of: Mr. Thomas Reisinger Fax: +49 (89) 92 333 45-11.
		With copy to:
		Nu Horizons Electronics Corp.,
		70 Maxess Road Melville, NY 11747 USA For the attention of: Mr. Kurt Freudenberg Fax: +1 (631) 396-3016.
		or to the address notified at the point of closing or any other address later notified in writing to the other Party at least fifteen (15) days in advance. Save for the notice pursuant to section 16 of the German Limited Liability Companies Act ( GmbHG ) communication shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail. Any changes in the authority to represent the Purchaser shall be notified to the Seller without undue delay.
10.5		If a provision of this Agreement should be or become invalid or not contain a necessary regulation, the validity of the other provisions of

this Agreement shall not be affected thereby. The invalid provision shall be replaced