SUPPLY AND PURCHASE AGREEMENT

Exhibit 10.25

Supply and Purchase Agreement

by and between

Engineered Materials Solutions, Inc.

and

Texas Instruments Incorporated

Dated 10/17/05

This Supply and Purchase Agreement (the “Agreement”), made this 17 ^th day of December, 2005 (the “Effective Date”), is by and between Texas Instruments Incorporated, a Delaware corporation, with its principal place of business at 34 Forest Street, Attleboro, MA 02703 (hereinafter “BUYER”), and Engineered Materials Solutions, Inc., a Delaware corporation, with its principal place of business at 39 Perry Avenue, Attleboro, MA 02703 (hereinafter “SUPPLIER”).

EFFECTIVE PERIOD: June 1, 2005 through December 31, 2010

This Agreement sets forth the understandings reached by the parties to this Agreement during negotiations concerning the items and work listed herein. SUPPLIER, and any foreign subsidiaries of SUPPLIER, hereby grant to Texas Instruments Incorporated, Sensors & Controls (“BUYER”), and its foreign subsidiaries, a continuing right to purchase, in whole or in part, the bimetal items listed herein in accordance with the following terms and conditions. As to the purchase of bimetal products on or after June 1, 2005, this Agreement replaces the Supply and Purchase Agreement dated November 13, 2000.

1. Definitions .

1.1 “Affiliate” – Any BUYER majority-owned subsidiary, division or subdivision existing at the time of signing this Agreement or any subsidiary, division or subdivision thereafter added or acquired.

1.2 “Agreement” – Unless the context otherwise requires, references to this Agreement include this agreement and all applicable Addenda referred to herein and/or attached hereto, all of which are incorporated herein by this reference.

1.3 “Committed Ship Date” (“ CSD ”) – The date SUPPLIER agrees to have Product available to ship to BUYER based upon a Purchase Order or Order.

1.4 “Days” – All references to days shall mean calendar days unless otherwise indicated.

1

1.5 “Flexibility” – The allowable change in BUYER’s Forecast without changing BUYER’s pricing and Lead-Time terms.

1.6 “Forecast” – A non-binding planning tool that expresses BUYER’s estimated Product demand for time periods beyond the firm order period established by the lead-time, typically in weekly and/or monthly quantities.

1.7 “Lead-Time” – Period of time SUPPLIER requires to fulfill a Purchase Order, which will generally be eight (8) weeks unless agreed otherwise by the parties, or as set forth in Attachment E for SMI items or Attachment G for “C” items.

1.8 “Product” – Any item described in Attachment A, and any additional products that the parties agree from time to time will constitute “Products.”

1.9 “Product Specifications” – The specifications for the Product(s) as defined in Attachment A.

1.10 “Purchase Order” or “Order” – A binding document issued by BUYER for the purpose of ordering Product pursuant to this Agreement. Purchase Orders or Orders may include a BUYER Purchase Order Form, or a defined Electronic Data Interchange (EDI) order transmission as mutually defined and agreed to by the parties.

1.11 “SUPPLIER Scorecard” – A documented BUYER process whereby SUPPLIER’s performance is evaluated based on the following criteria: delivery and quality as and defined in Attachment D.

2. TERM & TERMINATION

(a) The Agreement set forth herein shall be valid for the Effective Period shown above unless sooner terminated as hereinafter provided. Upon mutual agreement of both parties this Agreement can be extended for one (1) year through written notice (delivered or mailed prepaid) prior to the expiration of this Agreement. Deliveries may extend for twelve (12) months thereafter.

(b) An event of default shall occur if either party:

Ceases conducting business in the normal course, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors; or (1) materially breaches any of its obligations under this Agreement, (2) fails to cure such breach within sixty (60) days following receipt of written notice from the non-defaulting party describing in reasonable detail the nature of such breach, unless that material breach cannot be cured within the 60-day period, in which case the defaulting party will have a reasonable time to cure that material breach so long as it diligently pursues that cure, and (3) the non-defaulting party provides the defaulting party with written notice within ten (10) days following the expiration of that period set forth in Section l(b)(2) informing the defaulting party that a default has occurred.

If an event of default occurs, the non-defaulting party shall have the right to terminate this Agreement, with limited liability, by giving sixty (60) days written notice to the other. The liability will be limited to payment for materials shipped, materials covered by firm orders, and materials held in FG inventory or in process to support forecast.

(c) Termination for Failure to Maintain Quality Standards. BUYER shall have the right to terminate this Agreement if SUPPLIER fails to achieve or maintain the minimum SUPPLIER Scorecard ratings set forth in section 15 for a period of three (3) consecutive months and fails to implement a cure within 60 days

2

of written notice from BUYER of such condition. In such event, BUYER shall have the right to terminate this Agreement, without liability (with the exception of amounts already owed at that time by BUYER to SUPPLIER pursuant to this Agreement), immediately by giving written 4 month notice to SUPPLIER. If SUPPLIER fails to maintain itself as QS-9000 compliant and ISO registered, then BUYER may immediately terminate existing orders hereunder, in whole or in part, without any liability.

3. PRODUCTS AND QUANTITIES

(a) This Agreement is not a purchase order and does not authorize delivery of or payment for any goods.

SUPPLIER shall provide 100% and BUYER will purchase exclusively from SUPPLIER all BUYER’S requirements for bimetal product described in Attachment A (which is attached hereto and by this reference made a part hereof) to all BUYER entities and affiliates globally at the prices shown thereon. SUPPLIER shall also provide 100% of all redesigned or new bimetal materials purchased by BUYER during the period of this agreement, provided SUPPLIER can meet BUYER’s specification for the new bimetal item.

SUPPLIER understands that BUYER has acquired, and may in the future acquire, businesses that have existing bimetal strip and parts suppliers and satisfactory histories. BUYER is not initially obligated to transition these arrangements to SUPPLIER. SUPPLIER will be asked to quote on all existing bimetal strip and parts that are purchased by any acquired company or any new bimetal strip and parts that BUYER may need to purchase from acquisition of new business, generation of new products or other means. SUPPLIER will be awarded these items provided; (1) the SUPPLIER pricing is market competitive per section 4(d) and (2) BUYER conversion costs are economically viable for BUYER. SUPPLIER understands a reasonable conversion period may be necessary.

BUYER understands that SUPPLIER will initially be manufacturing product at its Attleboro, MA facility. SUPPLIER will be initiating production at a China based facility commencing by the end of 2006.

(b) SUPPLIER and BUYER will work together in earnest to qualify SUPPLIER’s bimetal for all of BUYER’S applications. If SUPPLIER is not able to meet the technical performance specifications required for BUYER’s application. BUYER must then inform SUPPLIER of this in writing and give SUPPLIER 90 days to correct the situation. If SUPPLIER is unable to meet the specification, then BUYER is free to purchase this item for this application from other sources.

(c) On a monthly basis, BUYER shall provide to the SUPPLIER a three (3) month product forecast for all items listed in Attachment A from all locations including affiliates. Product forecasts may be provided in electronic format (Excel spreadsheet). SUPPLIER understands and acknowledges that the first and second months of each product forecast are firm build orders and the third months are merely estimates with no binding effect. For firm orders, BUYER shall be responsible to SUPPLIER for the full contract price. Forecast for all SMI items are defined in attachment E.

(d) SUPPLIER shall respond within two business days following receipt of each monthly Forecast via written or electronic communication. If SUPPLIER cannot accept the two months firm order or meet BUYER’S Forecasted quantities of Product, SUPPLIER will indicate as such in its response. SUPPLIER will include a description of any actions SUPPLIER would have to take to satisfy BUYER’s demand as set forth in that Forecast. Absent any such notice, SUPPLIER shall be deemed to have accepted such Orders and Forecasts.

(e) Except as provided in section 3 (a) above, BUYER agrees to place all of its orders with and purchase all of its requirements from SUPPLIER for the Products purchased as of May 31, 2005 during the term of this Agreement, unless SUPPLIER is unable to meet BUYER’s demand as set forth in a Forecast. If SUPPLIER is unable to meet BUYER’s average monthly demand (based on average of 12 month forecast), BUYER is free to purchase material from other sources until SUPPLIER is able to meet said demand.

3

(f) The consideration for this Agreement is the initial commitment of BUYER to purchase the items set forth in its initial purchase order.

(g) SUPPLIER will work to reduce lead-times during the course of this agreement. SUPPLIER will work toward a goal of 4 weeks lead-time for “B” items (non-SMI and non “C” items). To achieve this goal, SUPPLIER will need support and assistance from BUYER. This includes monthly forecasts from all sites, long range planning to level production, a means of minimizing expedite orders and communication of requirements via electronic data exchange. This is a long range, but important goal that will take significant effort from both parties to achieve. SUPPLIER agrees to work in earnest to meet the goal. The level of cooperation will dictate the degree of success.

4. PRICES

(a) Prices herein are Ex works in accordance with Incoterms 2000.

(b) Prices shall be in accordance with initial prices and adjustments to fabrication prices as shown in Attachment A (except as modified in Sections 4(d-e)).

(c) BUYER will not accept shipment at any increase in price above that indicated on this Agreement unless previously agreed to in writing (Attachment A).

(d) Both parties to this Agreement agree to meet on an annual basis to review market conditions. Specifically, this will include market pricing for BUYER’s products, expected volumes needed from SELLER to BUYER and the impact this could have on SUPPLIER’s cost structure, market pricing of SELLER’s products, and changes in raw material markets that could affect the cost structure of SELLER. If after reviewing all of these areas either party is dissatisfied in the “good faith” nature of the discussions, then either party has the right to open the contract and seek permanent changes to it.

(e) When SUPPLIER’s China operations are fully integrated and substantially complete, and when all BUYER product approvals have been substantially completed, SUPPLIER agrees to enter into discussions with BUYER to review additional price downs, provided that the costs of the SUPPLIER’s China operation are below the costs that were used in the 2005-2010 Agreement. See Attachment B for China Start-up assumptions.

5. DELIVERY

(a) SUPPLIER agrees to make expedited deliveries and pay for such deliveries provided the following conditions are all met;

(b) Unless otherwise agreed in writing, SUPPLIER shall not make commitments for material in production in excess of the amount or in advance of the time necessary to meet BUYER’s forecast. It is SUPPLIER’s responsibility to comply with this schedule, but not anticipate BUYER’s requirements. Goods shipped to BUYER in advance of schedule date minus 5 days may be returned to SUPPLIER at SUPPLIER’s expense. A shipment is counted as on time if it is shipped within –5/+0 days of the request

4

date, provide the request meets SUPPLIER’s standard 8 week lead-time. BUYER may change forecast quantities without restriction. Orders within 21 days of the original promise date cannot be rescheduled (pushed out or pulled in) unless reviewed and approved by SUPPLIER. Orders outside 21 days of the original promise date can be rescheduled out for up to 30 days from the original promise date. Reschedule in requests will be reviewed and accepted at SUPPLIER’s discretion. BUYER agrees to take pushed out items within 30 days of original promise date. Orders may be cancelled per Section 11. Rescheduled orders (pull ins or pushouts) will be excluded from SUPPLIER on time delivery metric. Increases in quantity will be considered a new order for the increased amount. Reductions in quantities will be considered cancellation of the reduced quantity.

(c) In addition to the packing and shipping instructions specified by BUYER, the goods shall be packaged in accordance with commercially acceptable standards, or to applicable BUYER specifications, to ensure safe arrival at BUYER’s location.

(d) Neither party will be liable for damages because of delays in or failure of performance when the delay or failure is due to acts of God, acts of civil or military authority, fire, earthquake, flood, strikes, war, epidemics, shortage of power, or other causes beyond such party’s reasonable control and without its fault or negligence, if the party (a) used commercially reasonable efforts to avoid or uses commercially reasonable efforts to remove the conditions, (b) notifies the other party promptly upon becoming aware of such condition, and (c) continues performance as soon as practicable after the conditions are removed. Provided non-delivery is a result of Force Majeure as described above, BUYER shall be entitled to obtain like Product from other sources to meets its immediate needs up to and until SUPPLIER can resume normal delivery.

(e) SUPPLIER agrees to accept emergency orders from BUYER as feasible based on material and manufacturing limitations. These will be evaluated on a case-by-case basis and accepted at SUPPLIER’s discretion. Emergency Orders will not be part of the SUPPLIER Scorecard. Emergency orders are orders with lead-times of less than 8 weeks.

(f) SUPPLIER shall notify BUYER as soon as practical upon becoming aware of any instance, which will affect delivery, quantity or committed ship date. If such instance is not due to BUYER’s actions, BUYER shall be entitled to obtain like Product from other sources to meet its immediate needs up to and until SUPPLIER can resume normal delivery. Buyer will not exercise this clause for minor quality or delivery issues. In the case of minor quality or delivery issues, If BUYER’s delivery to BUYER’s customers are negatively effected and BUYER and SUPPLIER cannot come to mutual agreement, then after written notification, BUYER may exercise this clause.

6. SPECIFICATIONS

a) SUPPLIER shall deliver the goods in accordance with the specifications as agreed to in writing by the parties, unless otherwise specified in BUYER’s purchase order(s) and will be free of defects, in material and workmanship. BUYER’s purchase orders will define BUYER’s specification number and revision. In the event of specification changes (e.g working under deviations) SUPPLIER and BUYER agree to work together to make the specification change as quickly as possible. SUPPLIER and BUYER will agree on which specification is current and SUPPLIER will continue to provide products to those agreements until the specification is updated to reflect current practice. Notice of any SUPPLIER-requested changes or waivers in product characteristic specifications must be given to BUYER in writing and acknowledged by BUYER in writing prior to any deliveries being made of goods manufactured under revised specifications

(b) BUYER may from time to time change any of the drawings, specifications or instructions for work covered by any purchase order issued hereunder and SUPPLIER shall review any such change notices. BUYER will communicate all revisions and additions of the specifications to SUPPLIER including revision number. Such changes will apply to new orders and not affect work in process of finished goods. BUYER is obligated to purchase SUPPLIER’s material supply for these items prior to change, up to the

5

forecast level for said items. If such changes result in a decrease or increase in SUPPLIER’s cost or in the time for performance, an adjustment in the price and time for performance may be made by the parties in writing, provided, however, that SUPPLIER notifies BUYER of the request for such adjustments within thirty (30) days after receipt by it of the change notice. BUYER agrees to inform SUPPLIER of all discontinued items and accept liability for said items where forecasts were not consumed by releases.

(c) SUPPLIER will consider the feasibility of Product Specification changes, which BUYER may propose. Within twenty (20) days after receipt of any such BUYER proposal, SUPPLIER will furnish to BUYER written comments regarding the proposed changes including its willingness to implement the change, the price adjustment, if any, and the time schedule required for implementation. If SUPPLIER is unable to meet the specification changes, after a ninety (90) day development period, BUYER may qualify and purchase this item from alternate supplier, provided the alternate supplier can meet the same specification. BUYER will notify SUPPLIER in writing of this prior any purchases from the alternate supplier.

(d) If any change to Products affects the interchangeability of latest version and previous version Product, SUPPLIER will provide a different Product number for the latest version Products.

(e) During the term of this Agreement, and thereafter as long as Products are made available to BUYER, SUPPLIER will, at its expense, provide BUYER with a copy of each Engineering Change Order (ECO), or like documentation issued with respect to a change in Product Specifications of the Product. Documentation will include: the type and scope of the change, technical documentation covering the reason for the change (including but not limited to, delivery, rework, stocking and reclamation), and time frames for implementation. Copies will be provided to BUYER no later than ten (10) days after the issuance by SUPPLIER. BUYER must approve all specification changes prior to implementation by SUPPLIER.

7. INVENTORY

(a) SUPPLIER agrees to pursue the implementation of a SUPPLIER managed inventory program (SMI) with the intent of maintaining a minimum two (2) week inventory on each selected part at a mutually agreed upon location. SUPPLIER retains title for all goods in SMI.

(b) SMI Programs commercial issues are shown in Attachment E.

8. RETURN MATERIAL AUTHORIZATIONS

(a) Upon SUPPLIER’s confirmation of a shipment of non-conforming material to BUYER (through SUPPLIER’s examination of a representative sample of such nonconforming material via BUYER’s submission of pictures or samples), SUPPLIER agrees to provide Return Material Authorizations (RMAs) within three (3) working days of such confirmation.

(b) Defective material shall be returned freight collect to SUPPLIER. Replacement material shall be sent freight prepaid from SUPPLIER, who will absorb the burden of any premium transportation when defect or replacement material places critical time or delivery schedule constraints on BUYER. BUYER agrees to package returned materials to avoid damage during transportation and handling. SUPPLIER will not give credit for materials that were damaged during return due to improper packaging by BUYER, provided the defect is traced to the shipping. However, SUPPLIER is still liable for the original defect, provided the defect is still visible upon return to SUPPLIER, regardless of the shipping condition.

6

9. LOT TRACEABILITY

SUPPLIER shall maintain a system for tracing lots of goods for a period of up to two (2) years after date of manufacture. SUPPLIER shall maintain records for current year plus prior year. Furthermore, SUPPLIER agrees to work cooperatively with BUYER in an effort to assist with analyzing the failure of goods.

10. TERMS AND CONDITIONS

The terms and conditions governing each sale of Product will be as set forth in this Agreement (including Attachment C hereto, General Provisions/Terms and Conditions of Purchase, which by this reference is made a part of this Agreement). Performance under this Agreement issued under this Agreement is expressly limited to the terms and conditions of this Agreement and General Provisions/Terms and Conditions to Purchase. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of General Provisions/Terms and Conditions to Purchase, the terms and conditions of this Agreement will take precedence. Clauses may only be added to this Agreement only with mutual written agreement of SUPPLIER and BUYER

11. CANCELLATION OF PURCHASE ORDERS

Purchase orders can be canceled for any reason provided BUYER agrees to pay SUPPLIER for all finished goods, WIP, SFG and raw materials SUPPLIER has in place or on order to support BUYER’s purchase orders or forecast. Finished goods will be valued at finished product selling price, WIP and SFG at 75% of finished product selling price and raw material at 50% of finished product selling price (per Attachment A).

12. PRODUCT DISCONTINUANCE

SUPPLIER agrees to supply BUYER with the goods described in Attachment A for the duration of the term of this Agreement.

13. NOTICES

Any notice, required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by registered or certified mail, postage prepaid, in any post office in the United States addressed as follows:

14. RELEASE OF INFORMATION

(a) SUPPLIER and BUYER agree that it is preferable to conduct business under this Agreement on a non-confidential basis and agree to do so to the maximum extent possible. If the exchange of confidential information becomes necessary, then the exchange will be governed by the non-disclosure agreement signed by and between the parties and attached hereto as Attachment F.

15. QUALITY

(a) This Agreement, and the purchase order(s) issued under it, is for goods, which will be used in the manufacture of devices, which will be sold to customers requiring TS 16949 compliance by BUYER. TS

7

16949 requires that BUYER perform subcontractor quality system development in relation to customer specific requirements. As a subcontractor for this component, SUPPLIER must be ISO 9001:2000 registered and TS 16949 compliant as described in current version of such standards. SUPPLIER’s who are currently QS9000:1998 registered must submit to BUYER a transition plan to ISO9001:2000 or ISO/TS 16949 for approval. Compliance will be monitored by incoming quality, on-time delivery statistics, BUYER/subcontractor management reviews, periodic progress reports, on-site assessments and other means. BUYER will provide appropriate reasonable assistance as necessary to SUPPLIER to meet this expectation.

(b) All Produce(s) are subject to BUYER’s qualification process. SUPPLIER will use commercially reasonable efforts to assist BUYER in its Product qualification process, consistent with industry protocols, by providing the following in a timely manner: (a) all pertinent requested Product documents and information; (b) a copy of all appropriate regulatory certifications; and (c) assistance in resolving any problems that may arise, and any other information or documentation. BUYER may provide this information to its customers and affiliates on a need-to-know basis at no charge.

(c) SUPPLIER shall be subject to the BUYER’s SUPPLIER Scorecard as set forth in Attachment D and hereby agrees to assist BUYER by providing any data or information reasonably requested by BUYER in connection with generating the SUPPLIER Scorecard.

16. WARRANTY

(a) SUPPLIER expressly warrants that, for a period of twelve (12) months from the date of shipment from EMS (the “Warranty Period”), all Products will conform to the relevant mutually agreed upon Product Specifications and will be free from defects in workmanship and materials. The foregoing warranties shall be void and are specifically disclaimed by SUPPLIER with respect to any