SHARE PURCHASE AND TRANSFER AGREEMENT

Exhibit 10.1

SHARE PURCHASE AND TRANSFER AGREEMENT

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SHARE PURCHASE AND TRANSFER AGREEMENT

     This Share Purchase and Transfer Agreement (this “ Agreement ”) is made as of December 5, 2008 (the “ Effective Date ”), by and among Platin 314. GmbH, a limited liability company formed pursuant to the laws of the Federal Republic of Germany (future Delta Design Europe GmbH) (“ Platin 314. ”), and Delta Design, Inc., a Delaware corporation (“ Delta Design ,” and together with Platin 314., the “ Buyer ”), on the one hand, and Dover German Intra-Group Service GmbH, a limited liability company formed pursuant to the laws of the Federal Republic of Germany (“ German Seller ”), Delaware Capital Formation, Inc., a Delaware corporation (“ US Seller ”), Dover Global Trading PTE. LTD., formed pursuant to the laws of the Republic of Singapore (“ Asia Seller ”) and Dover Electronic Technologies, Inc., a Delaware corporation (“ Parent ”) on the other hand. Each of German Seller, US Seller, Asia Seller and Parent is sometimes referred to herein individually as “ Seller ” and collectively as “ Sellers .” Buyer and Sellers are sometimes individually referred to herein as a “ Party ” and collectively as “ Parties .”

RECITALS

     A. German Seller is the sole shareholder of Rasco GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, having its business seat at Geigelsteinstrasse 6, D-83059 Kolbermoor and being registered with the commercial register of the local court of Traunstein, Germany, under HRB 15878 (the “ German Company ”) having a nominal share capital in the total nominal amount of EUR 4,589,200, divided into one share in the nominal amount of EUR 4,589,200 (the “ German Shares ”).

     B. US Seller is the sole shareholder of Rosenheim Automation Systems Corporation, a California corporation (the “ US Company ”), having its principal place of business at 3210 Scott Boulevard, Santa Clara, California. US Seller’s shares of the US Company are referred to herein as the “ US Shares ”. The US Shares and the German Shares are collectively referred to as the “ Shares .”

     C. German Seller and US Seller desire to sell and transfer the German Shares and US Shares, respectively, on the terms of this Agreement and Sellers desire to sell and transfer certain assets of Asia Seller pursuant to an Asset Purchase Agreement entered into between Sellers and Delta Design Singapore PTE. LTD. (the “ Asset Purchase Agreement ; ” and “ Assets ” as used herein shall have the meaning ascribed to such term in the Asset Purchase Agreement) a copy of which is attached to this Agreement as Schedule C . Each of the US Company, the German Company and the Asia Seller, and their respective Subsidiaries, if any, are sometimes referred to herein as an “ Acquired Company ” and collectively as the “ Acquired Companies .”

     D. The Acquired Companies are engaged in, and the Assets are used in, the business of the manufacture, sale and service of gravity-fed and in-strip, semiconductor test handlers and related products (the “ Business ”).

     E. Platin 314. desires to purchase and acquire from German Seller the German Shares for the consideration and on the terms set forth in this Agreement.

     F. Delta Design desires to purchase and acquire from US Seller the US Shares for the consideration and on the terms set forth in this Agreement.

     G. Delta Design Singapore PTE. LTD. desires to purchase and acquire from Asia the Assets (as such term is defined in the Asset Purchase Agreement) for the consideration and on the terms set forth in the Asset Purchase Agreement.

AGREEMENT

     The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS

     For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

     “ Accounts Receivable ”— as defined in Section 4.7.

     “ Acquired Companies ” — as defined in the Recitals of this Agreement.

     “ Acquired Company ” — as defined in the Recitals of this Agreement.

     “ Acquired Company Product(s) ” — each and all of the products of any Acquired Company (including without limitation all software products).

     “ Acquired Company Proprietary Rights ” — any Proprietary Rights owned by or licensed to any of the Acquired Companies or otherwise used and material to the Business of any Acquired Company.

     “ Acquired Company Source Code ” — any source code, or any portion, aspect or segment of any source code, included in any Acquired Company Product, relating to any Proprietary Rights owned by or licensed to any of the Acquired Companies or otherwise used by any of the Acquired Companies.

     “ Agreement ”—as defined in first paragraph hereof.

     “ Alternative P1 Design Embodiments ” — as defined in Section 4.21(d)(v).

     “ Antitrust and Notarization Expenses ” — as defined in Section 6.10.

      “Antitrust Expenses” — as defined in Section 6.10.

     “ Antitrust Laws ” — the German Competition Act (Gesetz gegen Wettbewerbsbeschränkungen) , the European Community Treaty, the HSR Act and any other antitrust, unfair competition, merger or acquisition notification, or merger or acquisition control Legal Requirements under any applicable jurisdictions, whether federal, state, local or foreign.

     “ Applicable Contract ” — any Contract (a) under which any Acquired Company has or may acquire any rights, or (b) under which any Acquired Company, or any assets owned by it (or used by it pursuant to a written agreement) is or may become subject or bound to any obligation or liability.

     “ Asia Seller ” — as defined in first paragraph hereof.

     “ Assets ” — as defined in the Recitals of this Agreement.

     “ Asset Purchase Agreement ” — as defined in the Recitals of this Agreement.

     “ Assumption of Liabilities Agreement ” — as defined in Section 6.12.

     “ Balance Sheet ” — as defined in Section 4.3.

     “ Benefit Plans ” — as defined in Section 4.12(a).

     “ Best Efforts ” — the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as reasonably possible; provided, however, that an obligation to use Best Efforts under this Agreement does not require the Person subject to that obligation to take actions that would result in a material adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions.

     “ Board of Directors ” — with respect to the US Company, Peter J. Marshall and Mark E. Miller, with respect to the German Company, Alexander Waldauf, and with respect to the Asia Seller, Ian Jenkins, Adrian Soh, Doris Ng, and Chiang Li Wei.

     “ Breach ” — a “Breach” of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement will be deemed to have occurred if there is or has been any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, as the case may be.

     “ Business ” — as defined in the Recitals of this Agreement.

     “ Buyer ” — as defined in the first paragraph hereof.

     “ Buyer’s Disclosure Schedule ” — the Disclosure Schedule delivered by Buyer to Sellers, if any, concurrently with the execution and delivery of this Agreement.

     “ Buyer’s Taxes ” — as defined in Section 6.3(f).

     “ Cash ” — cash and cash equivalents (including marketable securities and short-term investments, but excluding trade or other receivables) as reflected on the books of the Acquired Companies calculated in accordance with GAAP (defined below), including outstanding checks and deposits presented to the applicable depositing bank but not cleared, provided that any such outstanding check or deposit does in the ultimate clear.

     “ Cash Pooling Agreement ” — The cash pooling agreement entered between the German Company and the German Seller on January 1, 2005 or any other cash pooling agreement entered with any of the Acquired Companies.

      “Christie, Parker & Hale Letter” - the letter addressed to Mr. Alfred Langer of German Company from the law firm of Christie, Parker & Hale LLP dated as of November 28, 2006 regarding the “Rasco ‘Saturn’ Study.”

      “Client Trust Account” — as defined in Section 3.2.

     “ Closing ” — as defined in Section 2.4.

     “ Closing Date ” — the date and time as of which the Closing actually takes place.

      “ Closing Documents ” — this Agreement, Asset Purchase Agreement, Transition Services Agreement, Turret Patent License and Assumption of Liabilities Agreement.

      “ Competing Business ” — as defined in Section 4.26.

     “ Consent ” — any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

     “ Contemplated Transactions ” — all of the transactions contemplated by this Agreement, including, but not limited to:

          (a) the sale and transfer of the US Shares, the German Shares and the Assets by US Seller, German Seller and Asia Seller, respectively, to Buyer;

          (b) the performance by Buyer and Sellers of their respective covenants and obligations under this Agreement;

          (c) the execution and delivery of employment agreements with the managing directors as well as certain key employees of the Acquired Companies (collectively, the “Employment Agreements” );

          (d) Buyer’s acquisition and ownership of the Shares and Assets;

          (e) the execution and delivery of the Transition Services Agreement;

          (f) the execution and delivery of the Turret Patent License; and

          (g) the execution and delivery of the Assumption of Liabilities Agreement.

     “ Continuing Employee ” — as defined in Section 6.5.

     “ Contract ” — any agreement, license, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

      “ Controlled Group Liability ” — as defined in Section 4.12(b).

     “ Copyrights ”—all copyrights, copyrightable works (including, without limitation, software or firmware), semiconductor topography and mask work rights, and applications for registration thereof, including all rights of authorship, use, publication, reproduction,

distribution, performance transformation, moral rights and rights of ownership of copyrightable works, semiconductor topography works and mask works, and all rights to register and obtain renewals and extensions of registrations, together with all other interests accruing by reason of international copyright, semiconductor topography and mask work conventions.

     “ Damages ” — as defined in Section 8.2.

     “ Delta Design ” — as defined in the first paragraph hereof.

     “ Disclosure Schedule ” — the Disclosure Schedule delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement.

     “ Effective Date ” — as defined in the first paragraph hereof.

     “ Encumbrance ” — any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

     “ Environment ” — soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

     “ Environmental, Health, and Safety Liabilities ” — any cost, damages, expense, liability, obligation, or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

          (a) any environmental, health, or safety matters or conditions (including on-site or off-site contamination, occupational safety and health, and regulation of chemical substances or products);

          (b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, remedial, or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law;

          (c) financial responsibility under Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any investigation, cleanup, removal, containment, or other remediation or response actions (“ Cleanup ”) required by applicable Environmental Law or Occupational Safety and Health Law and for any natural resource damages; or

          (d) any other compliance, corrective, investigative, or remedial measures required under Environmental Law or Occupational Safety and Health Law.

The terms “removal,” “remedial,” and “response action,” include the types of activities covered by the United States Comprehensive Environmental Response, Compensation, and Liability Act,

42 U.S.C. § 9601 et seq., as amended (“ CERCLA ”) “), by the German Federal Soil Protection Act (Bundesbodenschutzgesetz) and any other applicable local law.

     “ Environmental Law ” — any Legal Requirement that requires or relates to:

          (a) advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the Environment;

          (b) preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;

          (c) reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated;

          (d) protecting resources, species, or ecological amenities;

          (e) reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances;

          (f) cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such clean up or prevention; or

          (g) making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

     “ ERISA ” — — as defined in Section 4.12(b).

      “ ERISA Affiliate ” — as defined in Section 4.12(b).

     “ Everett Charles Technologies, Inc ” — as defined in Section 4.26.

     “ Excluded Liabilities ” — — as defined in Section 6.12.

     “ Excluded Property ” -(i) any of the Germany Company and US Company intercompany accounts receivable due from Related Persons for cross charges, advances or notes receivable, and current income Taxes receivable (other than any corporate income tax credit (Körperschaftsteuerguthaben) receivable in the amount of Euro 571,000 as of December 31, 2006 (estimated for these purposes at $835,027)), (ii) all assets of the Asia Seller not used in or associated with the “Business” (as such term is defined in the Asset Purchase Agreement), and (iii) allocated leasehold improvements of the German Company related to the Shenzhen facility reflected on the balance sheet of DEK Printing Machines (Shenzhen) Co., Ltd., China.

     “ Facilities ” — any real property, leaseholds, or other interests currently or formerly owned or operated by any Acquired Company and any buildings, plants, structures, or equipment

(including motor vehicles, tank cars, and rolling stock) currently or formerly owned or operated by any Acquired Company.

     “ Fast Index Time ” — An index time of less than 400 milliseconds, where “index time” is defined as the time, expressed in milliseconds for testing eight (8) semiconductor devices in parallel, between the end of testing devices to the beginning of testing other devices.

     “ Financial Statements ” — as defined in Section 4.3.

     “ GAAP ”—generally accepted United States accounting principles, applied on a basis consistent with the basis on which the Balance Sheet and the other Financial Statements referred to in Section 4.3(a) were prepared.

     “ German Company ” — as defined in the Recitals of this Agreement.

     “ German Seller ” — as defined in the first paragraph hereof.

     “ German Shares ” — as defined in the Recitals of this Agreement.

     “ Governmental Authorization ” — any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

     “ Governmental Body ” — any:

          (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature;

          (b) federal, state, local, municipal, foreign, or other government;

          (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity, any court or other tribunal, and any tax authority);

          (d) multi-national organization or body; or

          (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

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

     “ Hazardous Materials ” — any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.

     “ HSR Act ” — the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

     “ Indemnified Persons ” — as defined in Section 8.2.

     “ Infineon ” — as defined in Section 6.9.

     “ Interim Balance Sheet ” — as defined in Section 4.3(a).

     “ IRC ” — the Internal Revenue Code of 1986 or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code or any successor law.

     “ IRS ” — the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.

     “ Issued Patents ” — all patents, issued patents (including, without limitation, design patents), reissued or reexamined patents, revivals of patents, utility models, certificates of invention, registrations of patents and extensions thereof, regardless of country or formal name, issued by the United States Patent and Trademark Office, the European Patent Office or any other applicable Governmental Body.

     “ Knowledge ” — an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter; and Sellers and the Acquired Companies shall be deemed to have “Knowledge” of a particular fact or other matter if any of the following individuals has, or at any time had, Knowledge of such fact or other matter: Peter J. Marshall, Mark E. Miller, Alex Waldauf, Sabine Loferer, Bernhard Feil, Christian Hellmuth, Alfred Langer, David R. Van Loan, Christian Klimm, Roman Steiger and John Hartner.

     “ Legal Requirement ” — any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.

     “ Material ” — shall include anything having a value equal to or greater than US$ 25,000 and, as the context permits, an event, payment, violation, inaccuracy, circumstance or other matter shall be deemed to be “Material” if such event, payment, violation, inaccuracy, circumstance or other matter should result in an effect of US$ 25,000 or more.

     “ Material Adverse Effect ” — shall mean any change, event, circumstance, effect, violation or inaccuracy that, individually or when taken together with any other change, event, circumstance, effect, violation or inaccuracy and considered together with all other matters that would constitute exceptions to the representations and warranties set forth in this Agreement and

the Asset Purchase Agreement but for the presence of “Material Adverse Effect” or other materiality qualifications, or any similar qualifications, in such representations and warranties is or would reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise), operations or results of operations or prospects of the Acquired Companies, taken as a whole, or the ability of the Sellers or the Acquired Companies to complete the Contemplated Transactions, except that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) any change, event, circumstance or effect attributable to general economic conditions in the United States, Germany, Singapore, or any foreign jurisdiction in which any of the Acquired Companies has operations or sales; (ii) any change in any Legal Requirement or the interpretation thereof; (iii) any change in GAAP or other accounting rules; (iv) any change, event, circumstance or effect attributable to compliance with the terms of, or the taking of or failure to take any action required by, this Agreement; or (v) any change, event, circumstance or effect attributable to national or international political or social conditions, including the outbreak of war or international hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such war, hostilities, acts of war, sabotage or terrorism or military actions, whether in the United States or elsewhere.

     “ Material Contract ” — as defined Section 4.16(b).

      “ Multiemployer Plan ” — as defined in Section 4.12(i).

      “ Multiple Employer Plan ” — as defined in Section 4.12(i).

     “ Multitest ” — as defined in Section 4.26.

     “ Notarization and Antitrust Expenses ” — as defined in Section 6.10.

      “Notarization Expenses” — as defined in Section 6.10.

     “ Occupational Safety and Health Law ” — any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards.

      “Officer’s Certificate ” — as defined in Section 2.5(a)(ii).

     “ Off-Shelf Software ” — as defined in Section 4.21(b)(ii).

     “ Open Source Software ” — as defined in Section 4.21(b)(iv).

     “ Order ” — any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator.

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

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

          (b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is not required to be specifically authorized by the parent company (if any) of such Person.

     “ Organizational Documents ” — (a) the articles of association or certificate of incorporation and the bylaws of a corporation, all as currently in effect; (b) the rules of procedure for managing directors; (c) the shareholder or stockholder agreements; (d) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (e) any amendment to any of the foregoing.

      “P1” — as defined in Section 4.21(d)(v).

      “P1-In-Fact” — as defined in Section 4.21(d)(v).

      “Parent” — as defined in the first paragraph hereof.

      “Party” — as defined in the first paragraph hereof.

     “ Patents ” — the Issued Patents and the Patent Applications.

     “ Patent Applications ” — all published or unpublished, non-provisional and provisional patent applications, reexamination proceedings, invention disclosures and records of invention, applications for certificates of invention and priority rights, in any country and regardless of formal name, substitutions, continuations, continuations-in-part, divisions, renewals, revivals, reissues, re-examinations and extensions.

     “ Person ” — any individual, entity or Governmental Body.

     “ Plan ” — as defined in Section 4.12(c).

     “ Plans ” — as defined in Section 4.12(c).

     “ Platin 314. ” — as defined in the first paragraph hereof.

     “ Pre-Closing Period ” — as defined in Section 6.3(a)(i).

     “ Pre-Closing Period Taxes ” as defined in Section 6.3(a)(iii).

     “ Pre-Closing Period Tax Return ” as defined in Section 6.3(a)(i).

     “ Proceeding ” — any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

     “ Profit and Loss Pooling Agreement ” — as defined in Section 4.1(j).

     “ Proprietary Rights ” — any and all of the following in any country: (a)(i) Issued Patents, (ii) Patent Applications, (iii) Trademarks, fictitious business names and domain names and domain name registrations, (iv) Copyrights, and (v) Trade Secrets; or (b) any right (whether at law, equity, by Contract or otherwise) to use, practice or otherwise exploit any of the foregoing.

     “ Proprietary Rights Agreement ” — as defined in Section 4.19(b).

     “ Purchase Price ” — as defined in Section 3.1.

     “ Qualified Plans ” — as defined in Section 4.12(e).

     “ Registered Copyrights ” — all Copyrights for which registrations have been obtained or applications for registration have been filed in the United States Copyright Office and any other applicable Governmental Body.

     “ Registered Trademarks ” — all Trademarks for which registrations have been obtained or applications for registration have been filed in the United States Patent and Trademark Office and any applicable Governmental Body.

     “ Related Person ” — with respect to a particular individual:

          (a) each other member of such individual’s Family;

          (b) any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family;

          (c) any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest (defined below); and

          (d) any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor, or trustee (or in a like capacity).

     With respect to a specified Person other than an individual:

          (a) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person;

          (b) any Person that holds a Material Interest in such specified Person;

          (c) each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a like capacity);

          (d) any Person in which such specified Person holds a Material Interest;

          (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and

          (f) any Related Person of any individual described in clause (b) or (c).

For purposes of this definition, (a) the “ Family ” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any parent, step-parent, sibling, child or step-child of such individual, (iv) mother-in law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such individual, and (v) any other relative who is sharing a household with such individual, and (b) “ Material Interest ” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of voting securities or other voting interests representing at least 50% plus one vote of the outstanding voting power of a Person or equity securities or other equity interests representing at least 50% plus one vote of the outstanding equity securities or equity interests in a Person, except in the case of a reference to any Seller or Acquired Company, in respect to each of which Material Interest shall mean direct or indirect beneficial ownership of voting securities or other voting interests representing at least 5% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 5% of the outstanding equity securities or equity interests in a Person.

     “ Release ” — any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.

     “ Representative ” — with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

     “ Returns ” — as defined in Section 4.10(b).

     “ Securities Act ” — the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

     “ Seller ” — as defined in the first paragraph hereof.

     “ Sellers Applicable Claim(s) ” — as defined in Section 8.5.

     “ Sellers’ Basket ” — as defined in Section 8.5.

     “ Seller’s Indemnification Cap ” — as defined in Section 8.5.

      “Sellers’ Refunds” — as defined in Section 6.3(d).

     “ Share ” or “ Shares ”—as defined in the first paragraph hereof.

     “ Straddle Period ” — as defined in Section 6.3(b)(i).

     “ Straddle Period Pre-Closing Taxes ” — as defined in Section 6.3(b)(ii).

     “ Straddle Period Return ” — as defined in Section 6.3(b)(i).

     “ Subsidiary ” — with respect to any Person (the “ Owner ”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having

the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiary” means a Subsidiary of the German Company and/or the US Company, as applicable.

     “ Tax ” — as defined in Section 4.10(a).

     “ Taxes ” — as defined in Section 4.10(a).

     “ Tax Matter ” — as defined in Section 6.3(c).

     “ Threatened ” — a claim, Proceeding, dispute, action, or other matter will be deemed to have been “Threatened” if any demand or statement has been made in writing or any notice has been given (in writing), or if, as is known by a Person, any other event has occurred or any other circumstances exist, that would lead a reasonable Person to conclude that such a claim, Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.

     “ Trade Secrets ” — all product specifications, manufacturing specifications, operating specifications, data (including without limitation technical data), know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions (whether or not patentable) and ideas, research and development, manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, composition, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), and any other information, however documented, that is a trade secret within the meaning of the applicable trade-secret protection law.

     “ Trademarks ” — all (i) trademarks, service marks, marks, logos, insignias, designs, names or other symbols, (ii) applications for registration of trademarks, service marks, marks, logos, insignias, designs, names or other symbols, (iii) trademarks, service marks, marks, logos, insignias, designs, names or other symbols for which registrations have been obtained and (iv) goodwill associated with each of the foregoing.

     “ Transition Services Agreement ” — an agreement between Buyer and Sellers entered into in connection herewith and related to transition services.

     “ Turret ” — the product related to the Issued Patent for turret handler technology under German Company’s file reference number EP58374UWPMRAS.

     “ Turret Patent License ” — a license from Sellers to Buyer entered into in connection herewith and relating to certain technology associated with the Turret product.

     “ US Company ” — as defined in the Recitals of this Agreement.

     “ US Seller ” — as defined in the first paragraph hereof.

     “ US Shares ” — as defined in the Recitals of this Agreement.

     “ Year-End Audited Financial Statements ” — as defined in Section 6.8.

2. SALE AND TRANSFER OF SHARES; CLOSING

     2.1 Shares .

          (a) Subject to the terms and conditions of this Agreement, subject to the completion of the Closing set forth in Section 2.4 and with economic effect as of the Effective Date German Seller hereby sells and transfers the German Shares to Platin 314., and Platin 314. purchases and accepts the sale and transfer of the German Shares from German Seller; and

          (b) Subject to the terms and conditions of this Agreement, subject to the completion of the Closing set forth in Section 2.4 and with economic effect as of the Effective Date US Seller hereby sells and transfers the US Shares to Delta Design, and Delta Design purchases and accepts the sale and transfer of the US Shares from US Seller.

          (c) All rights, title and interests to the German Shares and US Shares shall pass to Paltin 314. and Delta Design, respectively, upon deposit of the Purchase Price (as defined below) in the accounts of Sellers at Closing.

     2.2 Reserved.

     2.3 Consent. The German Seller as the sole shareholder of the German Company hereby declares its consent to the Sale and Transfer of the German Shares and waives any pre-emption and other rights granted under the German Company’s current Articles of Association that are attached as Annex 2.3 to this Agreement.

     2.4 Closing . The closing of the purchase, sale and transfer of the Shares (the “ Closing ”) provided for in this Agreement shall take place immediately following the fulfillment of the condition precedent applicable to Buyer set forth in Section 7 of this Agreement (the “ Closing Date ”). The Closing shall take place at the offices of DLA Piper LLP (US), 4365 Executive Drive, San Diego, California 92121, or at such other location as the parties hereto agree.

     2.5 Closing Obligations . At the Closing:

          (a) Sellers will deliver to Buyer:

               (i) certificates representing US Shares, duly endorsed (or accompanied by duly executed stock powers)

               (ii) a Certificate of the chief executive officer or chief financial officer of the Parent (the “ Officer’s Certificate ”) certifying that each of the representations and warranties of Sellers set forth in this Agreement and the Asset Purchase Agreement are accurate

in all material respects as of the Closing Date, except that representations and warranties which address matters only as of a particular date are accurate in all material respects only as of the particular date. For purposes of the foregoing sentence, all “Material Adverse Effect” qualifiers and other materiality qualifications contained in such representations and warranties shall be disregarded for purposes of determining the accuracy of such representations and warranties pursuant to this Section 2.5(a)(ii). Each of the representations and warranties of Sellers set forth in Sections 4.1 and 4.2 of this Agreement and Sections 3.1 and 3.2 of the Asset Purchase Agreement are accurate in all respects as of the Closing Date.

               (iii) resignation letters from each of the members of the Board of Directors of the German Company and the US Company, and those officers, if any, of the German Company and the US Company designated by Buyer, each effective as of the Closing Date.

          (b) Buyer will deliver to Sellers the Purchase Price by wire transfer to the account specified by Sellers.

3. PURCHASE PRICE

     3.1 Purchase Price. The purchase price (the “ Purchase Price ”) for the sale and transfer of the German Shares, US Shares and Assets shall be an aggregate amount of US$ 80,000,000 (US-Dollars eighty million). The Purchase Price shall be payable on the Closing Date and shall be paid by wire transfer of immediately available funds (free of wire or bank charges and fees) in accordance with prior instructions of Sellers.

     3.2 Purchase Price Deposit. Buyer shall deposit the Purchase Price funds in the DLA Piper LLP (US) client trust account (the “ Client Trust Account ”) on the Effective Date. Upon satisfaction or waiver of the conditions set forth in Section 7, the Purchase Price funds shall be removed from the Client Trust Account and shall be paid by wire transfer of immediately available funds (free of wire or bank charges and fees) in accordance with the instructions of Sellers. Any interest earned on the Purchase Price funds during the interim period between the Effective Date and the Closing Date shall be payable to Buyer.

     3.3 Allocation of Purchase Price. Buyer and Sellers agree to allocate the Purchase Price among the portion of the Business acquired from each Seller, on a Seller-by-Seller basis, in accordance with an allocation schedule to be prepared jointly by the Buyer and Parent.

4. REPRESENTATIONS AND WARRANTIES OF SELLERS

     The following representations and warranties of Sellers in this Section 4 are applicable to each of the Acquired Companies as set forth herein; provided, however, that the provisions of Sections 4.1, 4.2, 4.4, 4.5 and 4.27 shall not be applicable to Asia Seller. Sellers and Parent jointly and severally represent and warrant to Buyer that the following statements are true and correct:

     4.1 Organization and Good Standing .

          (a) Part 4.1(a) of the Disclosure Schedule contains a complete and accurate list for each Acquired Company (and any direct or indirect Subsidiary of each Acquired Company) of its name, its jurisdiction of incorporation, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each shareholder and the number of shares held by each).

          (b) Each Acquired Company is a corporation or other juristic business entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, with full power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations. The German Company exists in a legally valid manner as a German limited liability company ( Gesellschaft mit beschränkter Haftung ), continues to exist and is entitled to carry on its business in its current form. Each Acquired Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where failure to be so qualified or to attain such standing could not reasonably be expected to have a Material Adverse Effect on such Acquired Company.

          (c) The excerpt from the commercial register as attached in Annex 4.1(c) hereto correctly reflects the corporate law situation of the German Company. There are no shareholder resolutions changing the Articles of Association which have not yet been effectuated and which are not yet reflected in the commercial register.

          (d) Annex 4.1(d) contains true and correct copies of each Acquired Company’s Organizational Documents, as are currently in effect.

          (e) Annex 4.1(e) contains a true and complete list of all powers-of-attorney issued by each of the Acquired Companies other than those which are shown in the excerpt of the commercial register as attached in Annex 4.1(c) hereto or which are limited to individual transactions in the ordinary course of business, consistent with past practice.

          (f) The Acquired Companies’ registered share capital has been fully paid up. There are no obligations to pay in additional capital. No hidden contribution of assets (verdeckte Sacheinlagen) has occurred. No (cash or non-cash) repayments, including hidden ones (verdeckte Rückzahlungen) , were made from any of the Acquired Companies’ assets necessary for the preservation of the registered share capital (in particular repayments within the meaning of Section 30 paragraph 1 of the German Limited Liability Company Act ( GmbHG ) or any comparable law applicable to any of the Acquired Companies).

          (g) The German Shares represent all authorized share capital and all issued and outstanding shares of the German Company. There are no securities of any of the Acquired Companies convertible into or exchangeable for shares. None of the Acquired Companies has the obligation to issue, and no third party has any right to acquire from any of the Acquired Companies or from Sellers, any shares of any Acquired Company, or securities convertible into

or exchangeable for such shares. There are no outstanding obligations of any of the Acquired Companies to repurchase or otherwise acquire any shares of such Acquired Company.

          (h) German Seller is the sole and unrestricted legal and beneficial owner of the German Shares and US Seller is the sole and unrestricted legal and economic owner of the US Shares. The Shares are duly authorized and validly issued. The Shares as well as the shares in any other of the Acquired Companies are free of any liens, encumbrances or other rights of third parties and no claims exist regarding the granting of such rights or the sale and transfer of the Shares as well as in the shares in any other of the Acquired Companies. There are no pre-emptive rights, rights of first refusal, options or other rights of any third party (including contingent rights) to purchase or acquire any of the Shares or any of the shares in any other of the Acquired Companies. Neither any of the Acquired Companies nor any Seller is bound by any agreement, including voting trust agreements (Stimmbindungsverträge) or sub-participation agreements (Unterbeteiligungsverträge) , or any restriction or obligation relating to any rights under the Shares or the shares in any other of the Acquired Companies .

          (i) No Seller is either directly or indirectly subject to any restrictions on transfer or on any other disposition regarding the Shares.

          (j) Except as set forth at Part 4.1(j) of the Disclosure Schedule, none of the Acquired Companies holds, and none is obligated to acquire any participation or sub-participation in another business enterprise or other legal entity. None of the Acquired Companies is bound by enterprise agreements (Unternehmensverträge) within the meaning of Sections 291, 292 of the German Stock Corporation Act ( AktG ).

          (k) No insolvency proceedings have been initiated against any Seller or any of the Acquired Companies, there are no present circumstances which would justify the initiation of such proceedings. Neither any Seller nor any of the Acquired Companies has entered into any moratorium agreement or similar agreement with its creditors, has stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any jurisdiction. No Acquired Company’s assets has been seized or confiscated by or on behalf of any third party, and there are no foreclosure, forfeiture, execution or enforcement proceedings pending or threatened, with respect to any of the Acquired Companies or its assets. There are no facts or events which may reasonably be expected to result in any proceedings or other events as referred to in this Section 4.1(k).

          (l) The profit and loss pooling agreement entered between the German Company and German Seller as of July 9, 2004 (the “Profit and Loss Pooling Agreement” ) has been terminated and Seller has provided Buyer with appropriate legal documentation to such effect.

          (m) The Cash Pooling Agreement has been terminated as of the Closing Date and Seller has provided Buyer with appropriate legal documentation to such effect.

     4.2 Authority .

          (a) To the extent necessary under Legal Requirements and the charter documents of Sellers and the Acquired Companies, the Closing Documents have been authorized

by the Board of Directors and shareholders of each Seller. Upon the execution of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of each applicable Seller, enforceable against such Seller in accordance with their respective terms. The execution of the Closing Documents by each Seller and the performance of the Contemplated Transactions do not conflict with any provision of the Organizational Documents of such Seller. Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver the Closing Documents applicable to it, and to perform its obligations under such Closing Documents.

          (b) Except as set forth in Part 4.2(b) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

               (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the shareholders of any Acquired Company, as applicable;

               (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or Sellers, or any of the assets owned or used by any Acquired Company, may be subject;

               (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;

               (iv) cause any Acquired Company to become subject to, or to become liable for the payment of, any Tax;

               (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Applicable Contract; or

               (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company.

          (c) Except as set forth in Part 4.2(c) of the Disclosure Schedule, the execution and performance by Sellers of this Agreement and the consummation of the Contemplated Transactions do not require any consent or waiver by, or filing with, any Governmental Body and do not violate any applicable law or decision of any court, Governmental Body or arbitrator binding on any of the Sellers or the Acquired Companies.

          (d) Except as set forth in Part 4.2(d) of the Disclosure Schedule, neither any Seller nor any Acquired Company is or will be required to give any notice to or obtain any

Consent from any Person in connection with the execution of this Agreement or the consummation or performance of any of the Contemplated Transactions.

     4.3 Financial Statements .

          (a) Sellers have delivered to Buyer: (i) unaudited combined balance sheets of the Acquired Companies as at December 31 in each of the years 2005 through 2006, and the related unaudited combined statements of income, and cash flows for each of the fiscal years then ended , (ii) a combined balance sheet of the Acquired Companies as at December 31, 2007 (the “ Balance Sheet ”), and the related combined statement of income, and cash flows for the fiscal year then ended (with such statements to be delivered pursuant to this subsection (a)(ii) excluding the assets of the Asia Seller not used in or associated with the “Business” (as such term is defined in the Asset Purchase Agreement)), and (iii) an unaudited combined balance sheet of the Acquired Companies as of August 31, 2008 (the “ Interim Balance Sheet ”), and the related unaudited combined statement of income, and cash flows for the eight (8) months then ended (with such statements to be delivered pursuant to this subsection (a)(iii) excluding the assets of the Asia Seller not used in or associated with the “Business” (as such term is defined in the Asset Purchase Agreement)). The foregoing financial statements are referred to as the “ Financial Statements ” and are attached hereto as Annex 4.3.

          (b) Except as set forth in Part 4.3(b) of the Disclosure Schedule, the Financial Statements fairly present in all material respects the financial condition and the results of operations, and cash flows of the Acquired Companies as at the respective dates of and for the periods referred to in the Financial Statements, all in accordance with GAAP; the Financial Statements referred to in this Section 3 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Financial Statements.

     4.4 Books and Records . The books of account, minute books and other records of the Acquired Companies, all of which have been made available to Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices in the relevant jurisdiction, including the maintenance of an adequate system of internal controls. The minute books of the Acquired Companies contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Boards of Directors, and committees of the Boards of Directors of the Acquired Companies since May 17, 2004, and no meeting of any such shareholders, Board of Directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books since such date. At the Closing, all of those books and records will be in the possession of the Acquired Companies.

     4.5 Title to Properties; Encumbrances . Other than the Excluded Property, Part 4.5 of the Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests in real property owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the

following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 4.5 of the Disclosure Schedule, retentions of title agreement in the Ordinary Course of Business and personal property sold since the date of the Interim Balance Sheet in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments, and other than those assets purchased or properties acquired in the Ordinary Course of Business) are listed in Part 4.5 of the Disclosure Schedule. All Material properties and assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

     4.6 Condition and Sufficiency of Assets . Except as set forth in Part 4.6 of the Disclosure Schedule, other than the Sellers, and except for administrative matters (such as cash management, tax management, insurance and the like), there is no Related Person of Sellers that is substantially involved in day-to-day management and operation of the Business. The assets held by the Acquired Companies, together with the Assets, constitute all of the assets, tangible and intangible, of any nature whatsoever, that are required for the full and effective operation of the Business as currently operated. Except as set forth in Part 4.6 of the Disclosure Schedule, to the Knowledge of Sellers and the Acquired Companies, the buildings, plants, structures, and equipment owned or used by the Acquired Companies in all material respects are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

     4.7 Accounts Receivable . All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date or being transferred in connection with the

Contemplated Transactions (collectively, the “ Accounts Receivable ”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless collected prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off in the Ordinary Course of Business of the applicable Acquired Company. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 4.7 of the Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

     4.8 Inventory . Except as set forth in Part 4.8 of the Disclosure Schedule, all inventory of the Acquired Companies, whether reflected in the Balance Sheet or the Interim Balance Sheet or subsequently acquired, consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to the appropriate net realizable value in the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date, as the case may be. All inventories not written off have been priced at the lower of cost or market on an average cost basis. The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are reasonable in the present circumstances of the Acquired Companies, net of reserves reflected on the accounting books and records of the Acquired Companies.

     4.9 No Undisclosed Liabilities . Except as set forth in Part 4.9 of the Disclosure Schedule, the Acquired Companies have no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) greater than $25,000 , individually or in the aggregate, except for liabilities or obligations reflected or reserved against in the Interim Balance Sheet and those incurred in the Ordinary Course of Business since the date of the Interim Balance Sheet. Except as set forth in Part 4.9 of the Disclosure Schedule the Acquired Companies are not guarantors or indemnitors of any indebtedness of any other Person.

     4.10 Taxes.

          (a) As used in this Agreement, the terms “ Tax ” and, collectively, “ Taxes ” mean any and all current taxes and tax-related ancillary obligations ( steuerliche Nebenleistungen ) within the meaning of § 3 German Tax Code ( Abgabenordnung ) or tax under the laws of any other jurisdiction, and levy ( Abgabe ) and any other charge including, but not limited to, all forms of taxation, duties, levies, imposts and social security charges, whether direct or indirect including, without limitation, corporate income tax, trade tax, real estate transfer tax, payroll taxes, wage withholding tax, national social security contributions and employee social security contributions, value added tax, customs and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, land taxes, environmental taxes and duties and any other type of taxes or duties payable by virtue of any applicable national, regional

or local law or regulation and which may be due directly or by virtue of joint and several liability in any relevant jurisdiction; together with any interest, penalties, surcharges or fines relating thereto, due, payable, levied, imposed upon or owed in any relevant jurisdiction; no matter how they are levied or determined.

          (b) The Acquired Companies have prepared and timely filed all returns, estimates, information statements and reports required to be filed with any taxing authority (“ Returns ”) relating to any and all Taxes concerning or attributable to the Acquired Companies or their operations for any period ending on or before the Closing Date and such Returns are true and correct and have been completed in accordance with applicable law. All Taxes due and owing (whether or not shown on any Return) have been paid when due.

          (c) As of the date hereof each of the Acquired Companies has, and as of the Closing Date shall have (i) timely withheld from its employees, independent contractors, customers, shareholders, and other Persons from whom it is required to withhold Taxes in compliance with all applicable law, and (ii) timely paid all amounts so withheld to the appropriate Governmental Body or taxing authority.

          (d) During the period of all unexpired applicable statutes of limitations, the Acquired Companies have not been delinquent in the payment of any Tax. There is no Tax deficiency outstanding or assessed or proposed against any of the Acquired Companies that is not reflected as a liability on the Financial Statements, and none of the Acquired Companies has executed any agreement or waiver extending any statute of limitations on or extending the period for the assessment or collection of any Tax.

          (e) The Acquired Companies do not have any liabilities for unpaid Taxes, whether asserted or unasserted, contingent or otherwise, that have not been accrued for or reserved in accordance with GAAP on the Balance Sheet or the Interim Balance Sheet.

          (f) Except as set forth in Part 4.10(f) of the Disclosure Schedule, the Acquired Companies are not a party to any tax-sharing agreement or similar arrangement with any other party, and the Acquired Companies have not assumed any obligation to pay any Tax obligations of, or with respect to any transaction relating to, any other Person or agreed to indemnify any other Person with respect to any Tax.

          (g) Except as set forth in Part 4.10(g) of the Disclosure Schedule, since May 17, 2004, the Acquired Companies’ Returns have not been audited by a government or taxing authority, nor is any such audit in process or pending, the Acquired Companies have not been notified of any request for such an audit or other examination and no appeals, litigation or binding rulings with respect to Taxes are pending.

          (h) Sellers have disclosed to Buyer (i) any Tax exemption, Tax holiday or other Tax-sparing arrangement that any Acquired Company has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement; and (ii) any like or similar tax programs or policies affecting any Acquired Company. The Acquired Companies are in compliance with all terms and conditions required to maintain such Tax exemption, Tax holiday or other Tax-sparing arrangement or order of any

Governmental Body and the consummation of the Contemplated Transactions hereby will not have any Material Adverse Effect on the continuing validity and effectiveness of any such Tax exemption, Tax holiday or other Tax-sparing arrangement or order.

          (i) Sellers have made available to Buyer copies of all of the Acquired Companies’ Returns filed for all periods for the last three (3) taxable years.

          (j) No Acquired Company is or has been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes.

          (k) There are (and immediately following the Closing there will be) no liens or encumbrances on the assets of any Acquired Company relating to or attributable to Taxes, other than liens for Taxes not yet due and payable.

          (l) No Acquired Company has ever been a United States Real Property Holding Corporation within the meaning of Section 897(c)(2) of the IRC.

          (m) No Acquired Company is a party to any contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of any of the Acquired Companies that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the IRC as an expense under applicable law, or that would give rise to a penalty under Section 409A of the IRC.

          (n) No Acquired Company has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the IRC (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the IRC) in conjunction with the Closing.

          (o) The US Company has not agreed to make, nor is required to make, any change in accounting method under Section 481 of the IRC or corresponding provision of state, local or foreign law.

          (p) The US Company has not since May 17, 2004 received any private letter ruling from the Internal Revenue Service or comparable rulings or formal or informal tax determination letter or advice from any government or taxing agency.

          (q) Except as set forth in Part 4.10 (q) of the Disclosure Schedule, no power of attorney with respect to Taxes has been granted with respect to any Acquired Company.

          (r) Each Acquired Company is in material compliance with all transfer or domestic or cross-border pricing requirements in all jurisdictions in which such Acquired Company does business. No US Company Tax Return has ever been subject to an adjustment in respect to transfer pricing under IRC Section 482 or corresponding provision of state, local or foreign law. Notwithstanding the foregoing in this section 4.10(r), neither Sellers nor Parent represent that the practices of each Acquired Company used to comply with such transfer or

domestic or cross-border pricing requirements will be satisfactory or adequate after Closing and such practices should not be relied upon by Buyer after the Closing Date.

          (s) No claim has been made by a taxing authority (foreign or domestic) in a jurisdiction where any Acquired Company does not file Returns to the effect that any Acquired Company may be subject to Tax by that jurisdiction. The jurisdictions in which each Acquired Company has filed or is currently filing Returns is set forth in Part 4.10 of the Disclosure Schedule.

          (t) The US Company will not 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: (A) “closing agreement” as described in Section 7121 of the IRC (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (B) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the IRC (or any corresponding or similar provision of state, local or foreign income Tax law); (C) installment sale or open transaction disposition made on or prior to the Closing Date; or (D) prepaid amount received on or prior to the Closing Date.

          (u) As of the date hereof, Dover Corporation, a Delaware corporation, on behalf of German Company, has timely filed via certified mail, return receipt requested, Form 8832 with the IRS electing to have German Company classified as a disregarded entity for Tax purposes and has provided Buyer with a copy of such Form 8832.

     4.11 No Material Adverse Effect . Since the date of the Interim Balance Sheet, there has not been a Material Adverse Effect.

     4.12 Employee Benefits.

          (a) Except as set forth in Part 4.12(a) of the Disclosure Schedule or as may be required under this Agreement or Legal Requirements, since the date of the Balance Sheet, in respect to any Acquired Company there has not occurred (i) any material adoption or amendment of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock appreciation right, retirement, vacation, severance, disability, death benefit, hospitalization, medical, worker’s compensation, supplementary unemployment benefits, or other plan, arrangement or understanding (whether or not legally binding), (ii) outside of the Ordinary Course of Business entry into, or contribution to, any employment agreement providing compensation or benefits to any current or former employee, officer, director or independent contractor or any beneficiary thereof (collectively, “ Benefit Plans ”), or (iii) any adoption of, or amendment to, or change in employee participation or coverage under, any Benefit Plans which would increase materially the expense of maintaining such Benefit Plans above the level of the expense incurred in respect thereof for the fiscal year ended on December 31, 2007. Except as expressly contemplated hereby, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any employee of the Acquired Companies.

          (b) For purposes of this Agreement, the following definitions apply: “ Controlled Group Liability ” means any and all liabilities under (i) Title IV of ERISA, (ii) section 302 of ERISA, (iii) sections 412 and 4971 of the IRC, (iv) the continuation coverage requirements of section 601 et seq. of ERISA and section 4980B of the IRC, and (v) corresponding or similar provisions of foreign laws or regulations, other than such liabilities that arise solely out of, or relate solely to, the Plans; “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder; “ ERISA Affiliate ” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the IRC or Section 4001 (b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

          (c) Part 4.12(c) of the Disclosure Schedule includes a complete list of all employee benefit plans, programs, policies, practices, and other arrangements providing benefits to any current or former employee, officer or director of any of the Acquired Companies or beneficiary or dependent thereof, whether or not written, and whether covering one person or more than one person, sponsored or maintained by any Acquired Company or to which any Acquired Company contributes or is obligated to contribute (“ Plans ”) and list of employees covered by each Plan. Without limiting the generality of the foregoing, the term “Plans” includes all employee welfare benefit plans within the meaning of Section 3(1) of ERISA, all employee pension benefit plans within the meaning of Section 3(2) of ERISA, and all other employee benefit, bonus, incentive, deferred compensation, stock purchase, stock option, partial retirement (Altersteilzeit) , severance, change of control and fringe benefit plans, programs or agreements, commitments or obligations.

          (d) With respect to each Plan in respect to any employees of the US Company, Sellers, all Sellers’ Related Persons and the US Company are in full compliance with ERISA. With respect each Plan of the German Company and Asia Seller, Sellers have delivered to Buyer a true, correct and complete copy of: (i) each writing constituting a part of such Plan, including without limitation all plan documents, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent annual report for any pension and/or welfare benefit plan that is required to be filed with a Governmental Body regarding such plan’s financial condition, investments, and/or operations and accompanying schedules, if any; (iii) the current summary plan description and any material modifications thereto, if any; (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the appropriate government taxing authority, if any. Except as specifically provided in the foregoing documents delivered to Buyer, there are no material amendments to any Plan or any new Plan that have been adopted or approved nor have Sellers or any Acquired Company undertaken to make any such amendments or adopt or approve any new Plan.

          (e) Part 4.12(e) of the Disclosure Schedule identifies each Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the IRC (“ Qualified Plans ”). The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan that has not been revoked, and, to the Knowledge of Sellers, there are no existing circumstances nor any events that have occurred that could adversely affect the qualified

status of any Qualified Plan or the related trust. No Plan is intended to meet the requirements of IRC Section 501(c)(9), which governs voluntary employees’ beneficiary associations.

          (f) All contributions required to be made to any Plan by Legal Requirements or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the Financial Statements. The German Company has always complied with sec. 16 para. 1 German Company Pension Act ( Betriebsrentengesetz ). The German Company and any other Acquired Company that is subject to German labor law has satisfied all legal requirements to protect all employee benefits against insolvency and made all required contributions to such insolvency protection.

          (g) Each Acquired Company has complied, and is now in compliance, in all material respects with all provisions of ERISA, the IRC and Legal Requirements applicab